AMG Funds I N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMN-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:811-06520

AMG Funds I

(Exact name of registrant as specified in charter)

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Address of principal executive offices) (Zip code)

AMG Funds LLC

600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code: (203)299-3500

Date of fiscal year end: September 30

Date of reporting period: OCTOBER 1, 2018 – MARCH 31, 2019

(Semi-Annual Shareholder Report)

Item 1. Reports to Shareholders

         SEMI-ANNUAL REPORT

AMG Funds

March 31, 2019

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Class N:BWAFX

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary or, if you invest directly with the Fund, by logging into your account at www.amgfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1.800.548.4539 to inform the Fund that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Fund.

amgfunds.com 033119        SAR075

AMG Funds

Semi-Annual Report — March 31, 2019(unaudited)

TABLE OF CONTENTS	PAGE
LETTER TO SHAREHOLDERS		2
ABOUT YOUR FUND’S EXPENSES		3
FUND PERFORMANCE		4
FUND SNAPSHOTS, ROSES AND THORNS AND SCHEDULE OF PORTFOLIO INVESTMENTS		5
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		9
Balance sheet, net asset value (NAV) per share computation and cumulative distributable earnings (loss)
Statement of Operations		10
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		11
Detail of changes in assets for the past two fiscal periods
Financial Highlights		12
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		13
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

         AMG Managers Brandywine Advisors Mid Cap Growth Fund

DEAR FELLOW SHAREHOLDER:

Superlatives, with qualifiers, continued to define the stock market in the early months of 2019 as history’s longest bull market resumed with gusto after surrendering to gravity late last year. The worst quarter for stocks since 2011, the fourth quarter of 2018, was followed by their best quarter in nearly a decade in the three months through March.

AMG Managers Brandywine Advisors Mid Cap Growth Fund rose 20.25 percent in the March quarter. The S&P 500^®, Russell Midcap^® and Russell Midcap^® Growth Indexes gained 13.65, 16.54 and 19.62 percent, respectively.

The S&P 500^® Index posted its strongest quarterly return since the second quarter of 2009, which represented the market’s first move higher after the wrenching downturn stemming from the 2008 financial crisis. While the most recent progression, from precipitous drop to rapid ascension, was similar on its surface, conditions surrounding the abrupt about-face were far from comparable.

The 2008 downturn occurred amid an extreme credit crunch that threatened systemic collapse on a global scale. The response from the U.S. Federal Reserve and other key central banks matched the magnitude of the emergency, sparking a surge in stocks fueled by renewed optimism. Events unfolded with a lot less drama this time around.

Oil was cause for concern in the last quarter of 2018, when a decline in itsper-barrel price that exceededone-third raised concerns about the economy. Those concerns were exacerbated by the commencement of a government shutdown, followed soon after by the president criticizing the Federal Reserve for increasing interest rates.

Remedies to last year’s troubles seemed to emerge as 2019 got under way. Oil prices climbed throughout the March quarter, eventually recovering into the range of oil’s average price for 2018. The government shutdown, which ultimately stretched 35 days, ended on January 25. Then, on March 20, the Federal Reserve announced a revised outlook, going from envisioning two rate hikes in 2019 to none.

The March-quarter mood was overtly positive. Brandywine Advisors gained ground in all eight economic sectors represented in its portfolio during the three months through March. The Fund outperformed its primary benchmark, the Russell Midcap^® Growth Index, in three out of those eight sectors, but the outperformance in those sectors was pronounced enough to offset underperformance elsewhere to generate an overall relative performance advantage.

Technology holdings, which represented the largest portfolio position, contributed the most to absolute returns and the most to performance relative to the Fund’s benchmark. Software and service providers were standouts.

The Fund’s top holding from the sector, Trade Desk, reported 56 percent December-quarter revenue growth. The company, which provides technology that enables advertising campaigns across different media and devices, beat estimates by more than doubling year-over-year earnings. ServiceNow showed similar strength, exceeding December-quarter estimates with 120 percent earnings growth. Revenue for the provider of cloud-based workflow management computing solutions rose 31 percent.

Industrial holdings were also notable performers, contributing the fourth most to absolute performance and the second most to relative results. Alternative decking material company Trex Co. and business service provider Insperity were top contributors on the heels of expectation-beating earnings results. Trex and Insperity grew December-quarter earnings 54 and 27 percent.

Consumer discretionary holdings represented the third largest portfolio position and generated the second biggest contribution to total gains. Top contributors included Chipotle Mexican Grill and Five Below. Chipotle and Five Below exceeded December-quarter expectations with earnings growth of 28 and 31 percent. Still, consumer discretionary holdings detracted from performance versus the benchmark. Consumer product maker Helen of Troy declined amid uncertainty in its sales outlook.

Health care holdings comprised the second largest portfolio position and were the third greatest contributors to absolute results. They were also the biggest relative performance detractors. CryoPort, which provides logistics services for biologics used in the life sciences market, faced near-term margin pressure as the pace of ramping up operations at new facilities weighed on overall utilization. Vocera Communications lowered first-quarter guidance after word of the impending release of Smartbadge prompted customers to put off purchases of its predecessor in anticipation of the new product.

For more information on holdings that influenced December-quarter results, please see Roses & Thorns on page 6.

While the downturn in the waning months of 2018 showed an investor community on edge when it comes to threats to the market’s extended positive run, thethat-was-then-this-is-now reaction to start 2019 indicated that investors remain quick to cast concerns aside when the balance appears to tip in their favor. This is more reason, we believe, to expect volatility to persist as the year moves on.

With that in mind, we’ll strive to take advantage of bouts of volatility as they arise by viewing price swings as opportunities to optimize entry points for companies we’re pursuing and exit points for holdings near their price targets. In the meantime, we’re excited about the earnings strength we continue to isolate at reasonable valuations.

Technology, health care and consumer discretionary holdings represent the largest portfolio positions at the start of the June quarter. For more information on portfolio characteristics, please see page 5.

We’re grateful for the opportunity to serve you, and we’re working hard to build on the recent progress in AMG Managers Brandywine Advisors Mid Cap Growth Fund.

Scott Gates

Chief Investment Officer

Friess Associates, LLC

2

About Your Fund’s Expenses(unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution(12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and

actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended March 31, 2019	Expense Ratio for the Period			Beginning Account Value 10/01/18		Ending Account Value 03/31/19		Expenses Paid During the Period*
AMG Managers Brandywine Advisors Mid Cap Growth Fund
Based on Actual Fund Return
Class N		1.13	%	$	1,000	$	953	$	5.50
Based on Hypothetical 5% Annual Return
Class N		1.13	%	$	1,000	$	1,019	$	5.69

^*  Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 365.

3

Fund Performance(unaudited)

Periods ended March 31, 2019

The table below shows the average annual total returns for the periods indicated for the Fund, as well as the Fund’s relative index for the same time periods ended March 31, 2019.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years
AMG Managers Brandywine Advisors Mid Cap Growth Fund2, 3, 4, 5, 6, 7, 8, 9
Class N		(4.66	%)		8.33	%		5.18	%		7.77	%
Russell Midcap® Growth Index10		0.49	%		11.51	%		10.89	%		17.60	%
Russell Midcap® Index11		(1.38	%)		6.47	%		8.81	%		16.88	%
S&P 500® Index12		(1.72	%)		9.50	%		10.91	%		15.92	%

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Fund and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^* Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Fund are net of expenses and based on the published NAV as of March 31, 2019. All returns are in U.S. dollars ($).

²  The Fund returns for all periods beginning prior to October 1, 2013, reflect performance of the predecessor fund, Brandywine Advisors Midcap Growth Fund, and was managed by Friess Associates, LLC with the same investment objectives and substantially similar investment policies.

³  The Fund is subject to risks associated with investments inmid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁴  The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

⁵  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

⁶  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

⁷  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁸  Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁹  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

¹⁰  The Russell Midcap^® Growth Index measures the performance of those Russell Midcap^® companies with higher price/book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000^® Growth Index. Unlike the Fund, the Russell Midcap^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹¹  The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index, which represent approximately 25% of the total market capitalization of the Russell 1000^® Index. Unlike the Fund, the Russell Midcap^® Index is unmanaged, is not available for investment and does not incur expenses.

¹²  The S&P 500^® Index is a capitalization-weighted index of 500 stocks. The S&P 500^® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500^® Index is unmanaged, is not available for investment and does not incur expenses.

The Russell Indices are trademarks of the London Stock Exchange Group companies.

The S&P 500^® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

Not FDIC insured, nor bank guaranteed. May lose value.

4

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Fund Snapshots(unaudited)

March 31, 2019

PORTFOLIO BREAKDOWN

Industry (Top Ten)	Brandywine Advisors Mid Cap Growth Fund1			Russell Midcap® Growth Index
Application Software		9.8	%		8.4	%
Communications Equipment		7.1	%		1.0	%
Life Sciences Tools & Services		6.5	%		1.8	%
Apparel Retail		5.0	%		1.5	%
Data Processing & Outsourced Services		4.8	%		7.2	%
Health Care Equipment		4.7	%		4.5	%
Footwear		4.7	%		0.1	%
Personal Products		4.6	%		0.1	%
Pharmaceuticals		4.3	%		0.6	%
Movies & Entertainment		4.3	%		0.3	%
Other Common Stock		37.7	%		74.5	%
Short-Term Investments		6.6	%		0.0	%
Other Assets		(0.1	)%		0.0	%

¹  As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets		% Change from Book Cost
PRA Health Sciences, Inc.		2.9		67.3
Ceridian HCM Holding, Inc.		2.9		56.1
Dollar Tree, Inc.		2.7		17.9
Deckers Outdoor Corp.		2.7		51.0
Lumentum Holdings, Inc.		2.7		14.2
Global Payments, Inc.		2.6		85.1
Foot Locker, Inc.		2.5		26.8
RingCentral, Inc., Class A		2.5		30.1
ServiceNow, Inc.		2.5		108.7
Tandem Diabetes Care, Inc.		2.5		36.7
Top Ten as a Group		26.5

PORTFOLIO MARKET CAPITALIZATION

ESTIMATED EARNINGS GROWTH RATE OF THE FUND’S INVESTMENTS

Forecasted Increase in Earnings Per Share 2019 vs 2018

Source: Consensus estimates from FactSet Research Systems Inc.

This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

5

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Roses and Thorns(unaudited)

Quarter Ending March 31, 2019

$ Gain (in millions)		% Gain			Biggest $ Winners                                                                                                           Reason for Move
$	2.3		62.1	%	Tandem Diabetes Care Inc. (TNDM)
					The developer of insulin delivery pumps for diabetics earned $0.06 per share, up from a loss of $1.23 per share in theyear-ago period. The profit came as a surprise to analysts, whose consensus forecast predicted a $0.20 per share loss. Domestic and international sales growth took Wall Street similarly off guard, with Tandem’s 89 percent revenue increase exceeding expectations by more thanone-third.
$	2.2		70.7	%	Trade Desk Inc. (TTD)
					The company, which provides technology that enables advertising campaigns across different media and devices, more than doubled December-quarter earnings, exceeding the consensus estimate by 38 percent. Revenue climbed 56 percent, driven in part by a 69 percent increase in mobile channel sales. The company provided guidance for investors to expect revenue to grow by at leastone-third in 2019.
$	1.4		48.7	%	Ceridian HCM Holding Inc. (CDAY)
					The maker of human resource management software grew December-quarter revenue 10 percent, as revenue from its flagship cloud product, Dayforce, grew 34 percent. The company’s commercial customer base increased by 717 versus a year ago to 3,718. Operating profits increased 34 percent as the company’s gross profit margin expanded.
$	1.2		45.9	%	Smartsheet Inc. (SMAR)
					The company, which provides collaborative spreadsheet solutions and customizable forms for capturing information, exceeded December-quarter expectations for earnings and revenue. December-quarter revenue jumped bytwo-thirds. Smartsheet also lifted revenue guidance for 2019.
$	1.2		39.6	%	Chipotle Mexican Grill Inc. (CMG)
					The company, which operates quick-casual Mexican food restaurants throughout the U.S., grew December-quarter earnings 28 percent, exceeding the consensus estimate by 23 percent. Sales from online orders surged 66 percent. Enthusiasm surrounding initiatives spearheaded by new leadership, including menu innovation, loyalty rewards and delivery promotions, also contributed to share-price performance.
$ Loss (in millions)		% Loss			Biggest $ Losers                                                                                                               Reason for Move
$	0.7		21.1	%	Cloudera Inc. (CLDR)
					The provider of cloud-based data management solutions exceeded expectations with 40 percent January-quarter revenue growth driven by strength in subscriptions. Uncertainty related to unexpected financial items, including deferred revenue writedowns, billing duration changes andone-time costs, compounded an earnings disappointment, weighing on shares.
$	0.5		18.5	%	Teladoc Health Inc. (TDOC)
					The company, which provides telehealth services by facilitating health care via mobile devices, the Internet, video and phone, grew December-quarter revenue 59 percent, exceeding expectations. Lower-than-expected revenue and earnings guidance raised concerns about the weaker-than-usual flu season and customer acquisition costs, respectively.
$	0.5		17.5	%	Covetrus Inc. (CVET)
					The provider of technology and services to veterinarians commenced operations as a standalone business after Henry Schein spun out its animal health business to combine it with Vets First Choice. Shares of the company, which is expected to generate more than $4 billion in annual revenue, began trading at a premium to animal health peers and lost ground from there.
$	0.4		14.8	%	Emergent BioSolutions, Inc. (EBS)
					The maker of medical countermeasures, such as vaccines and therapeutic antibodies, earned $0.75 per share in the December quarter, exceeding the consensus estimate by 17 percent. Emergent BioSolutions makes Narcan, and the company’s shares declined after competitor Purdue Pharma announced that its anti-opioid product in development received fast-track designation from regulators.
$	0.3		11.1	%	II-VI Inc. (IIVI)
					The maker of engineered materials and opto-electronic components used in industrial, communications, medical and other applications exceeded December-quarter estimates with 82 percent earnings growth. Revenue increased 22 percent. Shares declined when the company’s outlook for the upcoming quarter came in at the low end of analyst estimates.

All gains/losses are calculated on an average cost basis from December 31, 2018 through March 31, 2019.

This commentary reflects the viewpoints of Friess Associates, LLC as of March 31, 2019, and is not intended as a forecast or guarantee of future results.

6

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Schedule of Portfolio Investments(unaudited)

March 31, 2019

Shares			Cost		Value
	Common Stocks - 93.5%
	Communication Services
		Interactive Media & Services - 2.1%
	76,000	CarGurus, Inc.*,1	$	2,820,832	$	3,044,560
		Movies & Entertainment - 4.3%
	11,250	The Madison Square Garden Co., Class A*		3,314,568		3,297,713
	36,200	World Wrestling Entertainment, Inc., Class A1		3,318,650		3,141,436
	Total Communication Services			9,454,050		9,483,709
		This sector is 0.3% above your Fund’s cost.
	Consumer Discretionary
		Apparel Retail - 5.0%
	160,842	American Eagle Outfitters, Inc.		3,349,576		3,565,867
	62,344	Foot Locker, Inc.		2,980,620		3,778,047
		Apparel, Accessories & Luxury Goods - 2.0%
	33,911	VF Corp.		2,756,918		2,947,205
		Automotive Retail - 2.4%
	9,050	O’Reilly Automotive, Inc.*		3,332,105		3,514,115
		Footwear - 4.7%
	114,550	Crocs, Inc.*		3,016,959		2,949,662
	27,500	Deckers Outdoor Corp.*		2,676,979		4,042,225
		General Merchandise Stores - 2.7%
	38,728	Dollar Tree, Inc.*		3,451,506		4,067,989
		Hotels, Resorts & Cruise Lines - 2.4%
	31,150	Royal Caribbean Cruises, Ltd.		3,669,891		3,570,413
	Total Consumer Discretionary			25,234,554		28,435,523
		This sector is 12.7% above your Fund’s cost.
	Consumer Staples
		Household Products - 2.4%
	50,450	Church & Dwight Co., Inc.		3,294,137		3,593,553
		Personal Products - 4.6%
	299,300	Coty, Inc., Class A		3,427,180		3,441,950
	20,500	The Estee Lauder Cos., Inc., Class A		2,739,003		3,393,775
	Total Consumer Staples			9,460,320		10,429,278
		This sector is 10.2% above your Fund’s cost.
	Health Care
		Biotechnology - 4.1%
	50,142	Emergent BioSolutions, Inc.*,1		3,416,442		2,533,174
	40,631	Exact Sciences Corp.*,1		2,806,831		3,519,457
		Health Care Equipment - 4.7%
	57,348	Tandem Diabetes Care, Inc.*,1		2,663,070		3,641,598
	106,800	Wright Medical Group, N.V. (Netherlands)*		3,076,589		3,358,860

Shares			Cost		Value
		Health Care Technology - 1.1%
	28,738	Teladoc Health, Inc.*,1	$	1,909,896	$	1,597,833
		Life Sciences Tools & Services - 6.5%
	20,500	Charles River Laboratories International, Inc.*		2,925,780		2,977,625
	39,400	PRA Health Sciences, Inc.*		2,597,647		4,345,426
	8,531	Thermo Fisher Scientific, Inc.		1,134,218		2,335,105
		Pharmaceuticals - 4.3%
	106,815	Elanco Animal Health, Inc.*		3,296,112		3,425,557
	115,533	Horizon Pharma PLC*		2,915,423		3,053,537
	Total Health Care			26,742,008		30,788,172
		This sector is 15.1% above your Fund’s cost.
	Industrials
		Airlines - 1.9%
	56,075	Delta Air Lines, Inc.		2,663,125		2,896,274
		Trucking - 0.9%
	16,394	LYFT, Inc., Class A*		1,318,055		1,283,486
	Total Industrials			3,981,180		4,179,760
		This sector is 5.0% above your Fund’s cost.
	Information Technology
		Application Software - 9.8%
	82,450	Ceridian HCM Holding, Inc.*		2,708,828		4,229,685
	35,000	RingCentral, Inc., Class A*		2,900,621		3,773,000
	76,500	Smartsheet, Inc., Class A*,1		2,168,752		3,120,435
	16,905	The Trade Desk, Inc., Class A*,1		1,601,353		3,346,345
		Communications Equipment - 7.1%
	78,395	Ciena Corp.*		2,151,024		2,927,269
	70,800	Lumentum Holdings, Inc.*,1		3,506,370		4,003,032
	14,880	Palo Alto Networks, Inc.*		2,721,453		3,614,055
		Data Processing & Outsourced Services - 4.8%
	57,976	Black Knight, Inc.*		1,508,143		3,159,692
	28,555	Global Payments, Inc.		2,106,166		3,898,329
		Electronic Components - 1.8%
	72,600	II-VI, Inc.*		3,042,707		2,703,624
		Electronic Equipment & Instruments - 2.0%
	34,792	Keysight Technologies, Inc.*		2,136,569		3,033,862
		IT Consulting & Other Services - 2.4%
	61,685	Booz Allen Hamilton Holding Corp.		2,715,808		3,586,366
		Semiconductors - 2.3%
	41,533	Microchip Technology, Inc.		3,448,564		3,445,578
		Systems Software - 2.5%
	15,297	ServiceNow, Inc.*		1,806,593		3,770,557

The accompanying notes are an integral part of these financial statements.

7

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Schedule of Portfolio Investments(continued)

Shares			Cost		Value
	Information Technology(continued)
		Technology Hardware, Storage & Peripherals - 2.3%
	154,300	Pure Storage, Inc., Class A*	$	2,990,604	$	3,362,197
	Total Information Technology			37,513,555		51,974,026
		This sector is 38.5% above your Fund’s cost.
	Materials
		Construction Materials - 2.4%
	29,750	Vulcan Materials Co.		3,377,606		3,522,400
		This sector is 4.3% above your Fund’s cost.
	Total Common Stocks			115,763,273		138,812,868
Principal Amount
	Short-Term Investments - 6.6%
	Commercial Paper - 5.7%
	$8,500,000	Kroger Co., 2.57%, 04/01/192		8,500,000		8,500,000
	Joint Repurchase Agreements - 0.7%3
	967,216	RBC Dominion Securities, Inc., dated 03/29/19, due 04/01/19, 2.650% total to be received $967,430 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 7.000%, 04/11/19 - 09/09/49, totaling $986,560)		967,216		967,216

Shares			Cost		Value
	Other Investment Companies - 0.2%
	94,332	Dreyfus Government Cash Management Fund, Institutional Shares, 2.34%4	$	94,332	$	94,332
	94,331	Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%4		94,331		94,331
	97,190	JPMorgan U.S. Government Money Market Fund, IM Shares, 2.39%4		97,190		97,190
		Total Other Investment Companies		285,853		285,853
	Total Short-Term Investments			9,753,069		9,753,069
	Total Investments - 100.1%			125,516,342		148,565,937
	Other Assets, less Liabilities - (0.1%)					(217,589	)
	Total Net Assets - 100.0%				$	148,348,348

^*  Non-income producing security.

¹  Some or all of these securities, amounting to $14,553,816 or 9.8% of net assets, were out on loan to various brokers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

²  Represents yield to maturity at March 31, 2019.

³  Cash collateral received from brokers for securities lending was invested in these joint repurchase agreements.

⁴  Yield shown represents the March 31, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of March 31, 2019:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks†	$	138,812,868		—		—	$	138,812,868
Short-Term Investments
Commercial Paper		—	$	8,500,000		—		8,500,000
Joint Repurchase Agreements		—		967,216		—		967,216
Other Investment Companies		285,853		—		—		285,853
Total Investments in Securities	$	139,098,721	$	9,467,216		—	$	148,565,937

^†  All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the six months ended March 31, 2019, there were no transfers in or out of Level 3.

The accompanying notes are an integral part of these financial statements.

8

Statement of Assets and Liabilities(unaudited)

March 31, 2019

	AMG Managers Brandywine Advisors Mid Cap Growth Fund
Assets:
Investments at Value1(including securities on loan valued at $14,553,816)	$	148,565,937
Receivable for investments sold		2,183,146
Dividend, interest and other receivables		52,833
Prepaid expenses and other assets		12,743
Total assets		150,814,659
Liabilities:
Payable upon return of securities loaned		967,216
Payable for investments purchased		1,318,054
Payable for Fund shares repurchased		62
Accrued expenses:
Investment advisory and management fees		110,010
Administrative fees		18,752
Distribution fees		500
Shareholder service fees		250
Professional fees		22,084
Other		29,383
Total liabilities		2,466,311
Net Assets	$	148,348,348
1Investments at cost	$	125,516,342
Net Assets Represent:
Paid-in capital	$	132,340,193
Distributable earnings (loss)		16,008,155
Net Assets	$	148,348,348
Class N:
Net Assets	$	148,348,348
Shares outstanding		12,812,383
Net asset value, offering and redemption price per share	$	11.58

The accompanying notes are an integral part of these financial statements.

9

Statement of Operations(unaudited)

For the six months ended March 31, 2019

	AMG Managers Brandywine Advisors Mid Cap Growth Fund
Investment Income:
Dividend income	$	232,595
Interest income		99,770
Securities lending income		55,680
Total investment income		388,045
Expenses:
Investment advisory and management fees		599,012
Administrative fees		102,104
Distribution fees - Class N		4,197
Shareholder servicing fees - Class N		1,362
Professional fees		19,023
Registration fees		13,633
Custodian fees		12,739
Reports to shareholders		10,997
Trustee fees and expenses		5,720
Transfer agent fees		1,836
Miscellaneous		1,892
Total expenses		772,515
Net investment loss		(384,470	)
Net Realized and Unrealized Loss:
Net realized gain on investments		1,489,867
Net change in unrealized appreciation/depreciation on investments		(8,371,136	)
Net realized and unrealized loss		(6,881,269	)
Net decrease in net assets resulting from operations	$	(7,265,739	)

The accompanying notes are an integral part of these financial statements.

10

Statements of Changes in Net Assets

For the six months ended March 31, 2019 (unaudited) and the fiscal year ended September 30, 2018

	AMG Managers Brandywine Advisors Mid Cap Growth Fund
	March 31, 2019			September 30, 2018
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment loss	$	(384,470	)	$	(626,152	)
Net realized gain on investments		1,489,867			16,749,239
Net change in unrealized appreciation/depreciation on investments		(8,371,136	)		10,192,093
Net increase (decrease) in net assets resulting from operations		(7,265,739	)		26,315,180
Distributions to Shareholders:
Class N		(11,524,622	)		—
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		11,572,592			(281,454	)
Total increase (decrease) in net assets		(7,217,769	)		26,033,726
Net Assets:
Beginning of period		155,566,117			129,532,391
End of period2	$	148,348,348		$	155,566,117

¹ See Note 1(g) of the Notes to Financial Statements.

² Net assets - End of year includes accumulated net investment loss of $(493,536) in 2018.

The accompanying notes are an integral part of these financial statements.

11

AMG Managers Brandywine Advisors Mid Cap Growth Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal years ended September 30,
	March 31, 2019
Class N	(unaudited)			2018			20171			2016			2015			20142
Net Asset Value, Beginning of Period	$	13.42		$	11.15		$	9.35		$	9.26		$	9.59		$	8.80
Income (loss) from Investment Operations:
Net investment income (loss)3		(0.03	)		(0.05	)		(0.06	)		(0.03	)		0.03	4		(0.05	)
Net realized and unrealized gain (loss) on investments		(0.82	)		2.32			1.86			0.12			(0.36	)		0.84
Total income (loss) from investment operations		(0.85	)		2.27			1.80			0.09			(0.33	)		0.79
Less Distributions to Shareholders from:
Net realized gain on investments		(0.99	)		—			—			—			—			—
Net Asset Value, End of Period	$	11.58		$	13.42		$	11.15		$	9.35		$	9.26		$	9.59
Total Return5		(4.66	)%6		20.36	%		19.25	%		0.97	%		(3.44	)%		8.98	%
Ratio of expenses to average net assets		1.13	%7		1.13	%		1.15	%		1.15	%		1.14	%		1.12	%
Ratio of net investment income (loss) to average net assets		(0.56	)%7		(0.45	)%		(0.62	)%		(0.33	)%		0.28	%		(0.54	)%
Portfolio turnover		102	%6		167	%		215	%		195	%		204	%		249	%
Net assets end of period (000’s) omitted	$	148,348		$	155,566		$	129,532		$	132,794		$	143,205		$	148,847

¹  Effective October 1, 2016, the Fund’s shares were reclassified and redesignated to Class N shares.

²  At the start of business October 1, 2013, the Fund was reorganized into a fund of AMG Funds I.

³  Per share numbers have been calculated using average shares.

⁴  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.03).

⁵  The total return is calculated using the published Net Asset Value as of period end.

⁶  Not annualized.

⁷  Annualized.

12

Notes to Financial Statements(unaudited)

March 31, 2019

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (the “Trust”) is anopen-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report is the AMG Managers Brandywine Advisors Mid Cap Growth Fund (the “Fund”).

A significant portion of the Fund’s holdings may be focused in a relatively small number of securities, which may make the Fund more volatile and subject to greater risk than a more diversified fund.

The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in theover-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in otheropen-end regulated investment companies are valued at their end of day net asset value per share.

The Fund’s portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”), are the committees appointed by the Board to make fair value determinations. The Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment is not readily available or otherwise not determinable pursuant to the Board’s

valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Fund, including a comparison with the prior quarter end and the percentage of the Fund that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds apre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities,open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, swaps, foreign securities utilizing international fair value pricing, fair valued securities with observable inputs)

13

Notes to Financial Statements(continued)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on theex-dividend date. Dividends from foreign securities are recorded on theex-dividend date, and if after the fact, as soon as the Fund becomes aware of theex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax.Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on theex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications topaid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to a net operating loss write off. Temporary differences are primarily due to qualified late year ordinary losses and wash sales.

At March 31, 2019, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The approximate cost of investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

Cost		Appreciation		Depreciation			Net
$	125,516,342	$	24,982,408	$	(1,932,813	)	$	23,049,595

e. FEDERAL TAXES

The Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, the Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Fund’s tax positions taken on federal income tax returns as of March 31, 2019, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of September 30, 2018, the Fund had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Fund incur net capital losses for the fiscal year ended September 30, 2019, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for the Fund the issuance of an unlimited number of shares of beneficial interest, without par value. The Fund records sales and repurchases of its capital stock on the trade date.

14

Notes to Financial Statements(continued)

For the six months ended March 31, 2019 (unaudited) and the fiscal year ended September 30, 2018, the capital stock transactions by class for the Fund were as follows:

	March 31, 2019						September 30, 2018
	Shares			Amount			Shares			Amount
Class N:
Proceeds from sale of shares		29,411		$	329,121			14,767		$	177,132
Reinvestment of distributions		1,216,549			11,520,715			—			—
Cost of shares repurchased		(25,916	)		(277,244	)		(38,082	)		(458,586	)
Net increase (decrease)		1,220,044		$	11,572,592			(23,315	)	$	(281,454	)

At March 31, 2019, an affiliated shareholder of record individually owns 96% of the net assets of the Fund. Transactions by this shareholder may have a material impact on the Fund.

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Fund may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Fund participates on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Fund’s custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited. Pursuant to the Program, the Fund is indemnified for such losses by BNYM on joint repurchase agreements.

At March 31, 2019, the market value of Repurchase Agreements outstanding was $967,216.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

The Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Fund and is responsible for the Fund’s overall administration and operations. The Investment Manager selects one or more subadvisers for the Fund (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. The Fund’s investment portfolio is managed by Friess Associates, LLC (“Friess”) and Friess Associates of Delaware, LLC (“Friess of Delaware”) who serve pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Fund to the Investment Manager based on average daily net assets. For the six months ended March 31, 2019, the Fund paid an investment management fee at the annual rate of 0.88% of the average daily net assets of the Fund.

The Trust, on behalf of the Fund, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Fund’s administrator (the “Administrator”) and is responsible for allnon-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to the Fund. The Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.

The Fund is distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for the Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of the Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

The Trust has adopted a distribution and service plan (the “Plan”) with respect to the Class N shares, in accordance with the requirements of Rule12b-1 under the 1940 Act and the requirements of the applicable rules of FINRA regarding asset-based sales charges. Pursuant to the Plan, the Fund may make payments to the Distributor for its expenditures in financing any activity primarily intended to result in the sale of the Fund’s Class N shares and for maintenance and personal service provided to existing shareholders of that class. The Plan authorizes payments to the Distributor for expense payments incurred up to 0.25% annually of the Fund’s average daily net assets attributable to the Class N shares. The actual amount incurred for Class N shares was less than 0.01%.

The Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. The Fund may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of the Class N shares’ average daily net assets as shown in the table below.

The impact on the annualized expense ratio for the six months ended March 31, 2019, was as follows:

15

Notes to Financial Statements(continued)

	Maximum Annual Amount Approved			Actual Amount Incurred
Class N		0.15	%		0.00	%1

¹  Less than 0.005%.

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with the Investment Manager receive an annual retainer and per meeting fees for regular, special and telephonic meetings, and they are reimbursed forout-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Fund are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Fund to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended March 31, 2019, the Fund neither borrowed from nor lent to other funds in the AMG Funds family. At March 31, 2019, the Fund had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended March 31, 2019, were $134,810,719 and $138,554,889, respectively.

The Fund had no purchases or sales of U.S. Government Obligations during the six months ended March 31, 2019.

4. PORTFOLIO SECURITIES LOANED

The Fund participates in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Fund, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash or U.S. Government and Agency Obligations. Collateral is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Fund’s policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of

the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Fund is indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM that cannot be sold or pledged. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

The value of securities loaned on positions held, cash and securities collateral received at March 31, 2019, were as follows:

Securities Loaned		Cash Collateral Received		Securities Collateral Received		Total Collateral Received
$	14,553,816	$	967,216	$	13,473,520	$	14,440,736

The following table summarizes the securities received as collateral for securities lending:

Collateral Type	Coupon Range	Maturity Date Range
U.S. Treasury Obligations	0.000%-8.750%	04/15/19-11/15/48

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Fund under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund had no prior claims or losses and expects the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Fund may enter into master netting agreements with its counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for thenon-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Fund does not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

16

Notes to Financial Statements(continued)

The following table is a summary of the Fund’s open Repurchase Agreements that are subject to a master netting agreement as of March 31, 2019:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
	Gross Amounts of Assets Presented in the Statement of Assets and Liabilities		Offset Amount		Net Asset Balance		Collateral Received		Net Amount
RBC Dominion Securities, Inc.	$	967,216		—	$	967,216	$	967,216		—

7. REGULATORY UPDATES

In August 2018, the FASB issued Accounting Standards UpdateNo. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU2018-13”) which is effective for periods starting after December 15, 2019. The primary focus of the update is to improve the effectiveness of ASC 820’s disclosure in the notes to financial statements. The Fund has early adopted these changes and there was no significant impact on the financial statements and accompanying notes.

Effective November 15, 2018, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to RegulationS-X which sets forth the form and content of financial statements. The

amendment requires collapsing the components of distributable earnings on the Statement of Assets and Liabilities and collapsing the distributions paid to shareholders on the Statements of Changes in Net Assets. The Fund has adopted these amendments and there was no significant impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Fund has determined that no material events or transactions occurred through the issuance date of the Fund’s financial statements, which require an additional disclosure in or adjustment of the Fund’s financial statements.

17

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INVESTMENT MANAGER AND ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300

Greenwich, CT 06830

800.548.4539

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300

Greenwich, CT 06830

800.548.4539

SUBADVISER

Friess Associates, LLC

P.O. Box 576

Jackson, Wyoming 83001

Friess Associates of Delaware, LLC

P.O. Box 4166

Greenville, DE 19807

CUSTODIAN

The Bank of New York Mellon

111 Sanders Creek Parkway

East Syracuse, NY 13057

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

800.548.4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria Sassine

Thomas R. Schneeweis

This report is prepared for the Fund’s shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for the Fund are available on the Fund’s website at amgfunds.com.

A description of the policies and procedures the Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Fund’s proxy voting record for the12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on FormN-PORT-EX. The Fund’s FormsN-PORT-EX are available on the SEC’s website at sec.gov. To review a complete list of the Fund’s portfolio holdings, or to view the semiannual report, or annual report, please visit amgfunds.com.

amgfunds.com                                                                               21

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OPEN-ARCHITECTURE FUNDS

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amgfunds.com 033119        SAR075

         SEMI-ANNUAL REPORT

AMG Funds

March 31, 2019

AMG Managers Brandywine Fund

Class I: BRWIX

AMG Managers Brandywine Blue Fund

Class I: BLUEX

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Funds’ website (https://www.amgfunds.com/resources/order_literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically at any time by contacting your financial intermediary or, if you invest directly with the Funds, by logging into your account at www.amgfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1.800.548.4539 to inform the Funds that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds in the AMG Funds Family of Funds held in your account if you invest through your financial intermediary or all funds in the AMG Funds Family of Funds held with the fund complex if you invest directly with the Funds.

amgfunds.com 033119        SAR073

AMG Funds

Semi-Annual Report — March 31, 2019(unaudited)

TABLE OF CONTENTS	PAGE
LETTER TO SHAREHOLDERS		2
ABOUT YOUR FUND’S EXPENSES		3
FUND PERFORMANCE		4
FUND SNAPSHOTS, ROSES AND THORNS AND SCHEDULES OF PORTFOLIO INVESTMENTS		5
AMG Managers Brandywine Fund		5
AMG Managers Brandywine Blue Fund		10
FINANCIAL STATEMENTS
Statement of Assets and Liabilities		14
Balance sheets, net asset value (NAV) per share computations and cumulative distributable earnings (loss)
Statement of Operations		15
Detail of sources of income, expenses, and realized and unrealized gains (losses) during the fiscal period
Statements of Changes in Net Assets		16
Detail of changes in assets for the past two fiscal periods
Financial Highlights		17
Historical net asset values per share, distributions, total returns, income and expense ratios, turnover ratios and net assets
Notes to Financial Statements		19
Accounting and distribution policies, details of agreements and transactions with Fund management and affiliates, and descriptions of certain investment risks

Nothing contained herein is to be considered an offer, sale or solicitation of an offer to buy shares of any series of the AMG Funds family of mutual funds. Such offering is made only by prospectus, which includes details as to offering price and other material information.

     AMG Managers Brandywine Fund AMG Managers Brandywine Blue Fund

DEAR FELLOW SHAREHOLDER:

Superlatives, with qualifiers, continued to define the stock market in the early months of 2019 as history’s longest bull market resumed with gusto after surrendering to gravity late last year. The worst quarter for stocks since 2011, the fourth quarter of 2018, was followed by their best quarter in nearly a decade in the three months through March.

AMG Managers Brandywine Fund (“Brandywine”) rose 18.52 percent in the March quarter. The Russell 3000^® and Russell 3000^® Growth Indexes gained 14.04 and 16.18 percent, respectively. AMG Managers Brandywine Blue Fund (“Brandywine Blue”) increased 17.72 percent in the quarter as the S&P 500^®, Russell 1000^® and Russell 1000^® Growth Indexes added 13.65, 14.00 and 16.10 percent, respectively.

The S&P 500^® Index posted its strongest quarterly return since the second quarter of 2009, which represented the market’s first move higher after the wrenching downturn stemming from the 2008 financial crisis. While the most recent progression, from precipitous drop to rapid ascension, was similar on its surface, conditions surrounding the abrupt about-face were far from comparable.

The 2008 downturn occurred amid an extreme credit crunch that threatened systemic collapse on a global scale. The response from the U.S. Federal Reserve and other key central banks matched the magnitude of the emergency, sparking a surge in stocks fueled by renewed optimism. Events unfolded with a lot less drama this time around.

Oil was cause for concern in the last quarter of 2018, when a decline in itsper-barrel price that exceededone-third raised concerns about the economy. Those concerns were exacerbated by the commencement of a government shutdown, followed soon after by the president criticizing the Federal Reserve for increasing interest rates.

Remedies to last year’s troubles seemed to emerge as 2019 got under way. Oil prices climbed throughout the March quarter, eventually recovering into the range of oil’s average price for 2018. The government shutdown, which ultimately stretched 35 days, ended on January 25. Then, on March 20, the Federal Reserve announced a revised outlook, going from envisioning two rate hikes in 2019 to none.

The March-quarter mood was overtly positive. Brandywine gained ground in all eight economic sectors represented in its portfolio during the three months through March. The Fund outperformed its primary benchmark, the Russell 3000^® Growth Index, in five out of those eight sectors. Brandywine Blue generated positive absolute returns in seven out of eight possible sectors, outperforming the Russell 1000^® Growth Index in five of those instances.

Technology holdings, which represented the largest portfolio position in both Funds, contributed the most to absolute returns and the most to performance relative to each Fund’s respective benchmark. Software and service providers were standouts.

Brandywine’s top holding from the sector, Trade Desk, reported 56 percent December-quarter revenue growth. The company, which provides technology that enables advertising campaigns across different media and devices, beat estimates by more than doubling year-over-year earnings. ServiceNow, held by both Funds,

showed similar strength, exceeding December-quarter estimates with 120 percent earnings growth. Revenue for the provider of cloud-based workflow management computing solutions rose 31 percent.

Consumer discretionary holdings represented the second largest portfolio position in Brandywine and the third largest in Brandywine Blue. The consumer discretionary sector was the second largest contributor to total gains in both Funds, ranking fourth in terms of its relative performance contribution in Brandywine and third in Brandywine Blue. Notable contributors Chipotle Mexican Grill and Five Below were held by both Funds. Chipotle and Five Below exceeded December-quarter expectations with earnings growth of 28 and 31 percent.

Despite representing limited positions, consumer staples holdings were the second greatest contributors to each Fund’s relative performance advantage versus its benchmark. Held by both Funds, Estee Lauder Co. rose on strong operational performance, particularly in the Asia-Pacific Region. The company grew December-quarter earnings 14 percent to $1.74 per share, exceeding the consensus estimate of $1.55 and overcoming headwinds from foreign exchange and an accounting change estimated to be $0.05 and $0.11 per share, respectively.

While contributing to absolute return, consumer services holdings, particularly media and entertainment companies, weighed on Brandywine’s relative results. Game developerTake-Two Interactive Software (both Funds) reported strong results for its fiscal 2019 third quarter, but declined on its subsequent full-year guidance. The outlook represented a net increase, but portended a slower fourth quarter than anticipated considering the company’s better-than-expected third quarter results.

The financial sector posted a negative absolute return for Brandywine Blue, helping make it the Fund’s biggest relative performance detractor. CME Group (both Funds) was the most significant detractor. The company, which operates security exchanges, reported expectation-beating December-quarter results, benefiting from a spike in volatility surrounding the market downturn late last year. Shares declined as analysts questioned their forecasts amid more subdued trading volume in the early months of 2019.

For more information on holdings that influenced December-quarter results, please see Roses & Thorns on page 6 for Brandywine and page 11 for Brandywine Blue.

Technology, consumer discretionary and health care holdings represent the largest positions in the Brandywine Funds at the start of the June quarter. For more information on portfolio characteristics, please see page 5 for Brandywine and page 10 for Brandywine Blue.

We’re grateful for the opportunity to serve you, and we’re working hard to build on the recent progress in the AMG Managers Brandywine Funds.

Scott Gates

Chief Investment Officer

Friess Associates, LLC

2

About Your Fund’s Expenses(unaudited)

As a shareholder of a Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution(12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on $1,000 invested at the beginning of the period and held for the entire period as indicated below.

ACTUAL EXPENSES

The first line of the following table provides information about the actual account values and

actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s

actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Six Months Ended March 31, 2019	Expense Ratio for the Period			Beginning Account Value 10/01/18		Ending Account Value 03/31/19		Expenses Paid During the Period*
AMG Managers Brandywine Fund
Based on Actual Fund Return
Class I		1.10	%	$	1,000	$	951	$	5.35
Based on Hypothetical 5% Annual Return
Class I		1.10	%	$	1,000	$	1,019	$	5.54
AMG Managers Brandywine Blue Fund
Based on Actual Fund Return
Class I		1.18	%	$	1,000	$	945	$	5.72
Based on Hypothetical 5% Annual Return
Class I		1.18	%	$	1,000	$	1,019	$	5.94

^*  Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182), then divided by 365.

3

Fund Performance(unaudited)

Periods ended March 31, 2019

The table below shows the average annual total returns for the periods indicated for each Fund, as well as each Fund’s relative index for the same time periods ended March 31, 2019.

Average Annual Total Returns1	Six Months*			One Year			Five Years			Ten Years
AMG Managers Brandywine Fund2, 3, 4, 5, 6, 7, 8
Class I		(4.93	%)		11.50	%		10.40	%		11.01	%
Russell 3000® Growth Index10		(2.80	%)		12.06	%		13.10	%		17.44	%
Russell 3000® Index11		(2.27	%)		8.77	%		10.36	%		16.00	%
S&P 500® Index12		(1.72	%)		9.50	%		10.91	%		15.92	%
AMG Managers Brandywine Blue Fund2, 3, 4, 5, 6, 7, 9
Class I		(5.53	%)		8.00	%		10.78	%		11.62	%
Russell 1000® Growth Index13		(2.34	%)		12.75	%		13.50	%		17.52	%
Russell 1000® Index14		(1.76	%)		9.30	%		10.63	%		16.05	%
S&P 500® Index12		(1.72	%)		9.50	%		10.91	%		15.92	%

The performance data shown represents past performance. Past performance is not a guarantee of future results. Current performance may be lower or higher than the performance data quoted. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

Investors should carefully consider the Fund’s investment objectives, risks, charges and expenses before investing. For performance information through the most recent month end, current net asset values per share for the Funds and other information, please call 800.548.4539 or visit our website at amgfunds.com for a free prospectus. Read it carefully before investing or sending money.

Distributed by AMG Distributors, Inc., member FINRA/SIPC.

^*  Not annualized.

¹  Total return equals income yield plus share price change and assumes reinvestment of all dividends and capital gain distributions. Returns are net of fees and may reflect offsets of Fund expenses as described in the prospectus. No adjustment has been made for taxes payable by shareholders on their reinvested dividends and capital gain distributions. Returns for periods greater than one year are annualized. The listed returns on the Funds are net of expenses and based on the published NAV as of March 31, 2019. All returns are in U.S. dollars ($).

²  The Fund returns for all periods prior to October 1, 2013, reflect performance of the predecessor funds, Brandywine Fund and Brandywine Blue Fund, and were managed by Friess Associates, LLC with the same investment objective and substantially similar investment policies.

³  Active and frequent trading of a fund may result in higher transaction costs and increased tax liability.

⁴  The Fund invests in growth stocks, which may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits. Growth stocks may underperform value stocks during given periods.

⁵  Investments in international securities are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging markets.

⁶  Companies that are in similar businesses may be similarly affected by particular economic or market events; to the extent the Fund has substantial holdings within a particular sector, the risks associated with that sector increase.

⁷  The Fund is subject to risks associated with investments inmid-capitalization companies such as greater price volatility, lower trading volume, and less liquidity than the stocks of larger, more established companies.

⁸  The Fund is subject to risks associated with investments in small-capitalization companies, such as erratic earnings patterns, competitive conditions, limited earnings history and a reliance on one or a limited number of products.

⁹  A greater percentage of the Fund’s holdings may be focused in a smaller number of securities which may place the Fund at greater risk than a more diversified fund.

¹⁰  The Russell 3000^® Growth Index measures the performance of those Russell 3000^® Index companies with higherprice-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 3000^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹¹  The Russell 3000^® Index is composed of the 3,000 largest U.S. companies as measured by market capitalization, and represents about 98% of the U.S. stock market. Unlike the Fund, the Russell 3000^® Index is unmanaged, is not available for investment and does not incur expenses.

¹²  The S&P 500^® Index is a capitalization-weighted index of 500 stocks. The S&P 500^® Index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Unlike the Fund, the S&P 500^® Index is unmanaged, is not available for investment and does not incur expenses.

¹³  The Russell 1000^® Growth Index is a market capitalization weighted index that measures the performance of those Russell 1000^® companies with higherprice-to-book ratios and higher forecasted growth values. Unlike the Fund, the Russell 1000^® Growth Index is unmanaged, is not available for investment and does not incur expenses.

¹⁴  The Russell 1000^® Index measures the performance of approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The Russell 1000^® represents approximately 92% of the U.S. market. Unlike the Fund, the Russell 1000^® Index is unmanaged, is not available for investment and does not incur expenses.

The Russell Indices are trademarks of the London Stock Exchange Group companies.

The S&P 500^® Index is proprietary data of Standard & Poor’s, a division of McGraw-Hill Companies, Inc. All rights reserved.

Not FDIC insured, nor bank guaranteed. May lose value.

4

AMG Managers Brandywine Fund

Fund Snapshots(unaudited)

March 31, 2019

PORTFOLIO BREAKDOWN

	AMG			Russell
	Managers			3000®
	Brandywine			Growth
Industry (Top Ten)	Fund1			Index
Data Processing & Outsourced Services		10.0	%		6.4	%
Application Software		8.0	%		4.6	%
Communications Equipment		7.0	%		0.3	%
Movies & Entertainment		6.1	%		2.0	%
Systems Software		6.0	%		7.1	%
Health Care Equipment		5.0	%		2.6	%
Apparel Retail		4.7	%		0.8	%
Internet & Direct Marketing Retail		4.2	%		6.0	%
Pharmaceuticals		3.7	%		2.0	%
Footwear		3.6	%		0.8	%
Other Common Stock		40.2	%		67.4	%
Short-Term Investments		2.8	%		0.0	%
Other Assets		(1.3	)%		0.0	%

¹ As a percentage of net assets.

TOP TEN HOLDINGS

	% of		% Change from
Security Name	Net Assets		Book Cost
Microsoft Corp.		4.4		42.9
Amazon.com, Inc.		4.2		51.5
salesforce.com, Inc.		2.8		109.1
Mastercard, Inc., Class A		2.5		28.7
Alphabet, Inc., Class A		2.5		71.2
Tandem Diabetes Care, Inc.		2.5		43.1
Global Payments, Inc.		2.3		90.3
Visa, Inc., Class A		2.3		116.8
RingCentral, Inc., Class A		2.0		29.7
Booz Allen Hamilton Holding Corp.		2.0		31.5
Top Ten as a Group		27.5

PORTFOLIO MARKET CAPITALIZATION

ESTIMATED EARNINGS GROWTH RATE OF THE FUND’S INVESTMENTS

Forecasted Increase in Earnings Per Share 2019 vs 2018

Source: Consensus estimates from FactSet Research Systems Inc.

This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

5

AMG Managers Brandywine Fund

Roses and Thorns(unaudited)

Quarter Ending March 31, 2019

$ Gain (in millions)		% Gain			Biggest $ Winners                                                                                                          Reason for Move
$	12.8		68.9	%	Trade Desk Inc. (TTD)
					The company, which provides technology that enables advertising campaigns across different media and devices, more than doubled December-quarter earnings, exceeding the consensus estimate by 38 percent. Revenue climbed 56 percent, driven in part by a 69 percent increase in mobile channel sales. The company provided guidance for investors to expect revenue to grow by at leastone-third in 2019.
$	10.7		65.6	%	Tandem Diabetes Care Inc. (TNDM)
					The developer of insulin delivery pumps for diabetics earned $0.06 per share, up from a loss of $1.23 per share in theyear-ago period. The profit came as a surprise to analysts, whose consensus forecast predicted a $0.20 per share loss. Domestic and international sales growth took Wall Street similarly off guard, with Tandem’s 89 percent revenue increase exceeding expectations by more thanone-third.
$	5.0		16.1	%	Microsoft Corp. (MSFT)
					The software, device and services company exceeded the consensus estimate with 15 percent December-quarter earnings growth. Revenue grew 12 percent, highlighted by a 48 percent year-over-year increase in commercial cloud services sales. The company also raised guidance for the quarter ahead.
$	4.7		32.4	%	Global Payments Inc. (GPN)
					The electronic payment technology provider grew December-quarter earnings 24 percent. Revenue increased 12 percent, with double-digit growth in all geographic markets on a constant-currency basis.
$	4.6		49.4	%	eHealth Inc. (EHTH)
					The online health insurance marketplace operator earned $1.61 per share in the December quarter, up from a $0.93 per share loss in theyear-ago period. Revenue, which more than tripled from the same period the year before, exceeded expectations by 18 percent amid strong gains in Medicare-related business.
$ Loss
(in millions)		% Loss			Biggest $ Losers                                                                                                           Reason for Move
$	2.2		17.8	%	Teladoc Health Inc. (TDOC)
					The company, which provides telehealth services by facilitating health care via mobile devices, the Internet, video and phone, grew December-quarter revenue 59 percent, exceeding expectations. Lower-than-expected revenue and earnings guidance raised concerns about the weaker-than-usual flu season and customer acquisition costs, respectively.
$	2.1		20.1	%	Cloudera Inc. (CLDR)
					The provider of cloud-based data management solutions exceeded expectations with 40 percent January-quarter revenue growth driven by strength in subscriptions. Uncertainty related to unexpected financial items, including deferred revenue writedowns, billing duration changes andone-time costs, compounded an earnings disappointment, weighing on shares.
$	1.8		10.5	%	CME Group Inc. (CME)
					The company, which operates security exchanges, reported expectation-beating December-quarter results, benefiting from a spike in volatility surrounding the market downturn late last year. Shares declined as a more subdued trading environment in the early months of 2019 suggested declining volume.
$	1.6		20.0	%	Vocera Communications Inc. (VCRA)
					The company, which facilitates secure mobile communications in health care settings and other mission critical environments, exceeded December-quarter earnings expectations. Shares declined as the company lowered first-quarter guidance after word of the impending release of Smartbadge prompted customers to put off purchases of its predecessor in anticipation of the new product.
$	1.2		12.7	%	Helen of Troy Ltd. (HELE)
					The manufacturer of personal care and household products under brand names including Revlon and Honeywell reported November-quarter results that exceeded consensus estimates for revenue and operating profit. The company raised the midpoint of its fiscal 2019 earnings forecast, but it reduced the high end of its sales projection amid an unresolved pricing dispute with a key retail customer.

All gains/losses are calculated on an average cost basis from December 31, 2018 through March 31, 2019.

This commentary reflects the viewpoints of Friess Associates, LLC as of March 31, 2019, and is not intended as a forecast or guarantee of future results.

6

AMG Managers Brandywine Fund

Schedule of Portfolio Investments(unaudited)

March 31, 2019

Shares			Cost		Value
	Common Stocks - 98.5%
	Communication Services
		Cable & Satellite - 1.5%
	296,446	Comcast Corp., Class A	$	11,366,877	$	11,851,911
		Interactive Media & Services - 2.5%
	17,429	Alphabet, Inc., Class A*		11,980,700		20,512,016
		Movies & Entertainment - 6.1%
	40,538	The Madison Square Garden Co., Class A*		11,989,976		11,882,904
	42,587	Netflix, Inc.*		4,776,967		15,184,821
	104,123	The Walt Disney Co.		11,968,214		11,560,776
	133,145	World Wrestling Entertainment, Inc., Class A1		12,230,996		11,554,323
	Total Communication Services			64,313,730		82,546,751
		This sector is 28.4% above your Fund’s cost.
	Consumer Discretionary
		Apparel Retail - 4.7%
	559,101	American Eagle Outfitters, Inc.		11,709,643		12,395,269
	189,866	Foot Locker, Inc.		9,239,613		11,505,880
	272,376	The TJX Cos., Inc.		11,933,268		14,493,127
		Apparel, Accessories & Luxury Goods - 1.9%
	161,892	Levi Strauss & Co., Class A*,1		3,634,461		3,812,557
	134,152	VF Corp.		12,562,226		11,659,150
		Automotive Retail - 1.6%
	33,141	O’Reilly Automotive, Inc.*		12,446,344		12,868,650
		Footwear - 3.6%
	105,275	Deckers Outdoor Corp.*		7,329,901		15,474,372
	167,186	NIKE, Inc., Class B		12,234,368		14,078,733
		General Merchandise Stores - 1.7%
	129,945	Dollar Tree, Inc.*		11,337,533		13,649,423
		Hotels, Resorts & Cruise Lines - 1.3%
	95,538	Royal Caribbean Cruises, Ltd.		11,242,814		10,950,565
		Internet & Direct Marketing Retail - 4.2%
	19,085	Amazon.com, Inc.*		22,436,715		33,985,614
	Total Consumer Discretionary			126,106,886		154,873,340
		This sector is 22.8% above your Fund’s cost.
	Consumer Staples
		Household Products - 1.6%
	185,612	Church & Dwight Co., Inc.		11,619,367		13,221,143
		Hypermarkets & Super Centers - 1.6%
	55,592	Costco Wholesale Corp.		12,140,755		13,461,047
		Personal Products - 3.1%
	963,663	Coty, Inc., Class A1		11,024,748		11,082,125

Shares			Cost		Value
	83,950	The Estee Lauder Cos., Inc., Class A	$	11,216,551	$	13,897,922
	Total Consumer Staples			46,001,421		51,662,237
		This sector is 12.3% above your Fund’s cost.
	Financials
		Financial Exchanges & Data - 1.3%
	65,969	CME Group, Inc.		6,197,944		10,857,178
		Insurance Brokers - 1.5%
	196,408	eHealth, Inc.*,1		6,995,925		12,244,075
	Total Financials			13,193,869		23,101,253
		This sector is 75.1% above your Fund’s cost.
	Health Care
		Biotechnology - 0.9%
	140,586	Emergent BioSolutions, Inc.*		9,584,316		7,102,404
		Health Care Equipment - 5.0%
	205,465	Abbott Laboratories		12,225,582		16,424,872
	230,236	AxoGen, Inc.*,1		4,849,411		4,848,770
	316,424	Tandem Diabetes Care, Inc.*,1		14,038,019		20,092,924
		Health Care Technology - 1.4%
	36,519	Tabula Rasa HealthCare, Inc.*,1		2,761,680		2,060,402
	158,979	Teladoc Health, Inc.*,1		10,648,862		8,839,232
	18,296	Vocera Communications, Inc.*,1		738,699		578,703
		Life Sciences Tools & Services - 3.5%
	89,433	Charles River Laboratories International, Inc.*		12,888,796		12,990,143
	57,255	Thermo Fisher Scientific, Inc.		8,809,594		15,671,839
		Managed Health Care - 1.6%
	51,781	UnitedHealth Group, Inc.		12,873,599		12,803,370
		Pharmaceuticals - 3.7%
	313,700	AstraZeneca PLC (United Kingdom)		12,237,377		12,682,891
	367,343	Elanco Animal Health, Inc.*		11,717,752		11,780,690
	229,332	Horizon Pharma PLC*		5,800,710		6,061,245
	Total Health Care			119,174,397		131,937,485
		This sector is 10.7% above your Fund’s cost.
	Industrials
		Aerospace & Defense - 0.8%
	120,065	Cubic Corp.1		7,172,573		6,752,456
		Airlines - 1.5%
	236,000	Delta Air Lines, Inc.		11,208,159		12,189,400
		Construction & Engineering - 0.6%
	90,470	Comfort Systems USA, Inc.		4,305,659		4,739,723
		Diversified Support Services - 0.9%
	224,360	Mobile Mini, Inc.1		8,208,211		7,614,778

The accompanying notes are an integral part of these financial statements.

7

AMG Managers Brandywine Fund

Schedule of Portfolio Investments(continued)

Shares			Cost		Value
	Industrials(continued)
		Industrial Machinery - 0.9%
	357,310	Harsco Corp.*	$	8,003,911	$	7,203,370
		Trucking - 0.3%
	30,557	LYFT, Inc., Class A*		2,436,138		2,392,307
	Total Industrials			41,334,651		40,892,034
		This sector is 1.1% below your Fund’s cost.
	Information Technology
		Application Software - 8.0%
	45,070	Adobe, Inc.*		11,261,231		12,010,704
	63,522	Ceridian HCM Holding, Inc.*		1,813,269		3,258,679
	155,485	RingCentral, Inc., Class A*		12,918,163		16,761,283
	142,880	salesforce.com, Inc.*		10,821,894		22,627,905
	52,546	The Trade Desk, Inc., Class A*,1		2,732,392		10,401,481
		Communications Equipment - 7.0%
	429,169	Ciena Corp.*		12,014,638		16,025,171
	225,088	Cisco Systems, Inc.		10,061,383		12,152,501
	225,129	Lumentum Holdings, Inc.*,1		11,341,436		12,728,794
	65,913	Palo Alto Networks, Inc.*		11,967,070		16,008,949
		Data Processing & Outsourced Services - 10.0%
	176,960	Black Knight, Inc.*		4,502,085		9,644,320
	139,960	Global Payments, Inc.		10,039,962		19,107,339
	88,532	Mastercard, Inc., Class A		16,194,432		20,844,860
	131,844	PayPal Holdings, Inc.*		10,876,168		13,690,681
	119,890	Visa, Inc., Class A1		8,635,439		18,725,619
		Electronic Components - 0.9%
	203,960	II-VI, Inc.*,1		7,897,250		7,595,470
		Electronic Equipment & Instruments - 1.5%
	143,783	Keysight Technologies, Inc.*		8,797,926		12,537,878
		IT Consulting & Other Services - 2.0%
	284,161	Booz Allen Hamilton Holding Corp.		12,560,155		16,521,120
		Semiconductors - 1.0%
	93,450	Microchip Technology, Inc.		8,212,545		7,752,612
		Systems Software - 6.0%
	306,950	Microsoft Corp.		25,328,855		36,201,683
	52,206	ServiceNow, Inc.*,1		4,163,474		12,868,257
		Technology Hardware, Storage & Peripherals - 1.7%
	640,677	Pure Storage, Inc., Class A*		12,671,439		13,960,352
	Total Information Technology			214,811,206		311,425,658
		This sector is 45.0% above your Fund’s cost.

Shares			Cost		Value
	Materials
		Construction Materials - 1.1%
	78,089	Vulcan Materials Co.	$	8,845,438	$	9,245,738
		This sector is 4.5% above your Fund’s cost.
	Total Common Stocks			633,781,598		805,684,496
Principal Amount
	Short-Term Investments - 2.8%
	Commercial Paper - 1.5%
	$12,300,000	Kroger Co., 2.57%, 04/01/192		12,300,000		12,300,000
	Joint Repurchase Agreements - 1.3%3
	2,469,706	Citigroup Global Markets, Inc., dated 03/29/19, due 04/01/19, 2.650% total to be received $2,470,251 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 10.500%, 04/02/19 - 10/20/68, totaling $2,519,100)		2,469,706		2,469,706
	2,469,706	Daiwa Capital Markets America, dated 03/29/19, due 04/01/19, 2.650% total to be received $2,470,251 (collateralized by various U.S. Government Agency Obligations and U.S. Treasuries, 0.000% - 6.500%, 04/11/19 - 03/20/49, totaling $2,519,100)		2,469,706		2,469,706
	2,469,706	Jefferies LLC, dated 03/29/19, due 04/01/19, 2.670% total to be received $2,470,256 (collateralized by various U.S. Government Agency Obligations, 0.000% - 6.625%, 04/03/19 - 07/15/36, totaling $2,519,119)		2,469,706		2,469,706
	519,244	Mizuho Securities USA, LLC, dated 03/29/19, due 04/01/19, 2.570% total to be received $519,355 (collateralized by various U.S. Treasuries, 0.875% - 2.875%, 12/31/20 - 05/15/43, totaling $529,629)		519,244		519,244
	2,469,706	MUFG Securities America, Inc., dated 03/29/19, due 04/01/19, 2.630% total to be received $2,470,247 (collateralized by various U.S. Government Agency Obligations, 3.000% - 5.000%, 01/01/29 - 01/01/49, totaling $2,519,100)		2,469,706		2,469,706
		Total Joint Repurchase Agreements		10,398,068		10,398,068
Shares
	Other Investment Companies - 0.0%#
	76,329	Dreyfus Government Cash Management Fund, Institutional Shares, 2.34%4		76,329		76,329
	76,328	Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%4		76,328		76,328

The accompanying notes are an integral part of these financial statements.

8

AMG Managers Brandywine Fund

Schedule of Portfolio Investments(continued)

Shares			Cost		Value
	Other Investment Companies(continued)
	78,642	JPMorgan U.S. Government Money Market Fund, IM Shares, 2.39%4	$	78,642	$	78,642
		Total Other Investment Companies		231,299		231,299
	Total Short-Term Investments			22,929,367		22,929,367

	Cost		Value
Total Investments - 101.3%	$	656,710,965	$	828,613,863
Other Assets, less Liabilities - (1.3%)				(10,811,133	)
Total Net Assets - 100.0%			$	817,802,730

^*  Non-income producing security.

^# Less than 0.05%.

¹ Some or all of these securities, amounting to $89,119,363 or 10.9% of net assets, were out on loan to various brokers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

²  Represents yield to maturity at March 31, 2019.

³  Cash collateral received from brokers for securities lending was invested in these joint repurchase agreements.

⁴  Yield shown represents the March 31, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of March 31, 2019:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks†	$	805,684,496		—		—	$	805,684,496
Short-Term Investments
Commercial Paper		—	$	12,300,000		—		12,300,000
Joint Repurchase Agreements		—		10,398,068		—		10,398,068
Other Investment Companies		231,299		—		—		231,299
Total Investments in Securities	$	805,915,795	$	22,698,068		—	$	828,613,863

^†  All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the six months ended March 31, 2019, there were no transfers in or out of Level 3.

The accompanying notes are an integral part of these financial statements.

9

AMG Managers Brandywine Blue Fund

Fund Snapshots(unaudited)

March 31, 2019

PORTFOLIO BREAKDOWN

Industry (Top Ten)	AMG Managers Brandywine Blue Fund1			Russell 1000® Growth Index
Data Processing & Outsourced Services		13.0	%		6.8	%
Systems Software		9.3	%		7.5	%
Application Software		5.7	%		4.3	%
Pharmaceuticals		5.1	%		2.0	%
Communications Equipment		4.7	%		0.2	%
Movies & Entertainment		4.6	%		2.1	%
Life Sciences Tools & Services		4.4	%		0.8	%
Internet & Direct Marketing Retail		4.2	%		6.4	%
Personal Products		4.0	%		0.3	%
Interactive Media & Services		3.1	%		8.7	%
Other Common Stock		40.3	%		60.9	%
Short-Term Investments		1.0	%		0.0	%
Other Assets		0.6	%		0.0	%

¹ As a percentage of net assets.

TOP TEN HOLDINGS

Security Name	% of Net Assets		% Change from Book Cost
Microsoft Corp.		6.6		79.7
Amazon.com, Inc.		4.2		35.8
salesforce.com, Inc.		3.6		104.0
Alphabet, Inc., Class A		3.1		71.0
Visa, Inc., Class A		3.0		117.1
Global Payments, Inc.		2.9		90.0
Thermo Fisher Scientific, Inc.		2.8		77.1
Abbott Laboratories		2.8		30.2
Exact Sciences Corp.		2.8		20.1
Mastercard, Inc., Class A		2.7		35.1
Top Ten as a Group		34.5

PORTFOLIO MARKET CAPITALIZATION

ESTIMATED EARNINGS GROWTH RATE OF THE FUND’S INVESTMENTS

Forecasted Increase in Earnings Per Share 2019 vs 2018

Source: Consensus estimates from FactSet Research Systems Inc.

This is not a forecast of the Fund’s future performance. Earnings growth for a Fund holding does not guarantee a corresponding increase in the market value of the holding or the Fund.

Because a fund’s strategy may result in multiple investments in particular sectors of the economy, its performance may depend on the performance of those sectors and may fluctuate more widely than investments diversified across more sectors. For additional information on these and other risk considerations, please see the Fund’s prospectus.

Any sectors, industries, or securities discussed should not be perceived as investment recommendations. Mention of a specific security should not be considered a recommendation to buy or solicitation to sell that security. Specific securities mentioned in this report may have been sold from the Fund’s portfolio of investments by the time you receive this report.

10

AMG Managers Brandywine Blue Fund

Roses and Thorns(unaudited)

Quarter Ending March 31, 2019

$ Gain (in millions)		% Gain			Biggest $ Winners	Reason for Move
$	1.7		16.1	%	Microsoft Corp. (MSFT)
					The software, device and services company exceeded the consensus estimate with 15 percent December-quarter earnings growth. Revenue grew 12 percent, highlighted by a 48 percent year-over-year increase in commercial cloud services sales. The company also raised guidance for the quarter ahead.
$	1.4		37.3	%	Exact Sciences Corp. (EXAS)
					The diagnostics company, which focuses on the early detection of colorectal cancer, reported a 64 percent increase in year-over-year revenue for the December quarter as volume for its Cologuard tests climbed 66 percent. Increased 2019 guidance and a strong start to the company’s partnership with Pfizer contributed to investor confidence.
$	1.3		38.4	%	ServiceNow Inc. (NOW)
					The provider of cloud-based workflow management computing solutions grew December-quarter earnings 120 percent, exceeding the consensus estimate by 21 percent. Revenue rose 31 percent as subscriptions increased byone-third. The results represented a record for the company’s fourth quarter and fiscal year.
$	1.3		39.0	%	Chipotle Mexican Grill Inc. (CMG)
					The company, which operates quick-casual Mexican food restaurants throughout the U.S., grew December-quarter earnings 28 percent, exceeding the consensus estimate by 23 percent. Sales from online orders surged 66 percent. Enthusiasm surrounding initiatives spearheaded by new leadership, including menu innovation, loyalty rewards and delivery promotions, also contributed to share-price performance.
$	1.3		37.7	%	Keysight Technologies Inc. (KEYS)
					The maker of electronics design and testing solutions grew January-quarter earnings 82 percent, exceeding the consensus estimate by 16 percent. Revenue grew 20 percent as the company continued to leverage its strategic position as a provider of research and development tools used in next generation wireless communication networks.
$ Loss
(in millions)		% Loss			Biggest $ Losers	Reason for Move
$	0.5		10.4	%	CME Group Inc. (CME)
					The company, which operates security exchanges, reported expectation-beating December-quarter results, benefiting from a spike in volatility surrounding the market downturn late last year. Shares declined as a more subdued trading environment in the early months of 2019 suggested declining volume.
$	0.3		8.9	%	Take-Two Interactive Software Inc. (TTWO)
					The game developer exceeded December-quarter expectations with 154 percent earnings growth, but its shares declined on the company’s subsequent full-year guidance. The outlook represented a net increase, but foreshadowed a slower fourth quarter than anticipated considering the company’s better-than-expected third quarter results.
$	0.2		28.8	%	Covetrus Inc. (CVET)
					The provider of technology and services to veterinarians commenced operations as a standalone business after Henry Schein spun out its animal health business to combine it with Vets First Choice. Shares of the company, which is expected to generate more than $4 billion in annual revenue, began trading at a premium to animal health peers and lost ground from there.
$	0.1		3.7	%	Booking Holdings Inc. (BKNG)
					The online travel company reported December-quarter earnings that grew 33 percent, exceeding the consensus estimate by 16 percent. Booking Holdings and other travel stocks came under pressure amid concerns that a slower economic backdrop could adversely impact discretionary travel spending.
$	0.1		3.4	%	The Walt Disney Co. (DIS)
					The family entertainment and media company earned $1.84 per share in the December quarter, exceeding the consensus estimate by 19 percent. Shares declined as investors digested costs related to the company’s aggressivedirect-to-consumer strategy and the acquisition of 21st Century Fox, which became final March 20.

All gains/losses are calculated on an average cost basis from December 31, 2018 through March 31, 2019.

This commentary reflects the viewpoints of Friess Associates, LLC as of March 31, 2019, and is not intended as a forecast or guarantee of future results.

11

AMG Managers Brandywine Blue Fund

Schedule of Portfolio Investments(unaudited)

March 31, 2019

Shares			Cost		Value
	Common Stocks - 98.4%
	Communication Services
		Cable & Satellite - 1.9%
	86,600	Comcast Corp., Class A	$	3,338,611	$	3,462,268
		Interactive Media & Services - 3.1%
	4,807	Alphabet, Inc., Class A*		3,308,126		5,657,310
		Movies & Entertainment - 4.6%
	13,585	Netflix, Inc.*		2,334,489		4,843,868
	30,312	The Walt Disney Co.		3,485,011		3,365,541
	Total Communication Services			12,466,237		17,328,987
		This sector is 39.0% above your Fund’s cost.
	Consumer Discretionary
		Apparel Retail - 2.4%
	81,920	The TJX Cos., Inc.		3,562,568		4,358,963
		Apparel, Accessories & Luxury Goods - 2.4%
	49,039	VF Corp.		3,990,768		4,261,979
		Automotive Retail - 2.1%
	9,625	O’Reilly Automotive, Inc.*		3,546,682		3,737,387
		Footwear - 2.2%
	46,723	NIKE, Inc., Class B		3,419,452		3,934,544
		General Merchandise Stores - 2.5%
	43,163	Dollar Tree, Inc.*		3,768,794		4,533,842
		Hotels, Resorts & Cruise Lines - 1.9%
	29,300	Royal Caribbean Cruises, Ltd.		3,450,433		3,358,366
		Internet & Direct Marketing Retail - 4.2%
	4,233	Amazon.com, Inc.*		5,551,345		7,537,915
	Total Consumer Discretionary			27,290,042		31,722,996
		This sector is 16.2% above your Fund’s cost.
	Consumer Staples
		Household Products - 2.1%
	53,277	Church & Dwight Co., Inc.		3,332,323		3,794,921
		Hypermarkets & Super Centers - 2.2%
	16,100	Costco Wholesale Corp.		3,516,760		3,898,454
		Personal Products - 4.0%
	271,690	Coty, Inc., Class A		3,109,110		3,124,435
	24,500	The Estee Lauder Cos., Inc., Class A		3,210,218		4,055,975
	Total Consumer Staples			13,168,411		14,873,785
		This sector is 13.0% above your Fund’s cost.
	Financials
		Financial Exchanges & Data - 1.7%
	18,775	CME Group, Inc.		1,763,774		3,089,990
		This sector is 75.2% above your Fund’s cost.

Shares			Cost		Value
	Health Care
		Biotechnology - 2.8%
	57,479	Exact Sciences Corp.*,1	$	4,146,075	$	4,978,831
		Health Care Equipment - 2.8%
	62,300	Abbott Laboratories		3,825,105		4,980,262
		Life Sciences Tools & Services - 4.4%
	19,267	Charles River Laboratories International, Inc.*		2,776,854		2,798,532
	18,700	Thermo Fisher Scientific, Inc.		2,890,097		5,118,564
		Managed Health Care - 1.9%
	14,099	UnitedHealth Group, Inc.		3,488,171		3,486,119
		Pharmaceuticals - 5.1%
	89,300	AstraZeneca PLC (United Kingdom)1		3,502,532		3,610,399
	117,204	Elanco Animal Health, Inc.*		3,760,198		3,758,732
	14,500	Eli Lilly & Co.		1,665,908		1,881,520
	Total Health Care			26,054,940		30,612,959
		This sector is 17.5% above your Fund’s cost.
	Industrials
		Airlines - 2.0%
	68,390	Delta Air Lines, Inc.		3,247,992		3,532,343
		Trucking - 0.3%
	7,782	LYFT, Inc., Class A*		621,498		609,253
	Total Industrials			3,869,490		4,141,596
		This sector is 7.0% above your Fund’s cost.
	Information Technology
		Application Software - 5.7%
	14,121	Adobe, Inc.*		3,541,076		3,763,106
	41,060	salesforce.com, Inc.*		3,187,380		6,502,672
		Communications Equipment - 4.7%
	72,933	Cisco Systems, Inc.		3,330,534		3,937,653
	18,795	Palo Alto Networks, Inc.*		3,435,904		4,564,929
		Data Processing & Outsourced Services - 13.0%
	70,000	Black Knight, Inc.*		3,445,952		3,815,000
	37,520	Global Payments, Inc.		2,696,027		5,122,230
	20,700	Mastercard, Inc., Class A		3,608,354		4,873,815
	40,325	PayPal Holdings, Inc.*		3,351,513		4,187,348
	34,550	Visa, Inc., Class A1		2,485,668		5,396,365
		Electronic Equipment & Instruments - 2.0%
	41,640	Keysight Technologies, Inc.*		2,559,756		3,631,008
		IT Consulting & Other Services - 2.7%
	82,379	Booz Allen Hamilton Holding Corp.		3,654,782		4,789,515
		Semiconductors - 2.3%
	49,667	Microchip Technology, Inc.		4,122,423		4,120,374

The accompanying notes are an integral part of these financial statements.

12

AMG Managers Brandywine Blue Fund

Schedule of Portfolio Investments(continued)

Shares			Cost		Value
	Information Technology(continued)
		Systems Software - 9.3%
	100,800	Microsoft Corp.	$	6,616,654	$	11,888,352
	19,309	ServiceNow, Inc.*		1,997,743		4,759,475
	Total Information Technology			48,033,766		71,351,842
		This sector is 48.5% above your Fund’s cost.
	Materials
		Construction Materials - 2.1%
	31,664	Vulcan Materials Co.		3,583,234		3,749,018
		This sector is 4.6% above your Fund’s cost.
	Total Common Stocks			136,229,894		176,871,173
Principal Amount
	Short-Term Investments - 1.0%
	Commercial Paper - 0.8%
	$1,500,000	Kroger Co., 2.57%, 04/01/192		1,500,000		1,500,000

Shares			Cost		Value
	Other Investment Companies - 0.2%
	89,084	Dreyfus Government Cash Management Fund, Institutional Shares, 2.34%3	$	89,084	$	89,084
	89,083	Dreyfus Institutional Preferred Government Money Market Fund, Institutional Shares, 2.40%3		89,083		89,083
	91,783	JPMorgan U.S. Government Money Market Fund, IM Shares, 2.39%3		91,783		91,783
		Total Other Investment Companies		269,950		269,950
	Total Short-Term  Investments			1,769,950		1,769,950
	Total Investments - 99.4%			137,999,844		178,641,123
	Other Assets, less Liabilities - 0.6%					1,030,979
	Total Net Assets - 100.0%				$	179,672,102

^*  Non-income producing security.

¹  Some or all of these securities, amounting to $10,275,107 or 5.7% of net assets, were out on loan to various brokers and are collateralized by cash and various U.S. Treasury Obligations. See Note 4 of Notes to Financial Statements.

²  Represents yield to maturity at March 31, 2019.

³  Yield shown represents the March 31, 2019, seven day average yield, which refers to the sum of the previous seven days’ dividends paid, expressed as an annual percentage.

The following table summarizes the inputs used to value the Fund’s investments by the fair value hierarchy levels as of March 31, 2019:

	Level 1		Level 2		Level 3		Total
Investments in Securities
Common Stocks†	$	176,871,173		—		—	$	176,871,173
Short-Term Investments
Commercial Paper		—	$	1,500,000		—		1,500,000
Other Investment Companies		269,950		—		—		269,950
Total Investments in Securities	$	177,141,123	$	1,500,000		—	$	178,641,123

^† All common stocks held in the Fund are Level 1 securities. For a detailed breakout of common stocks by major industry classification, please refer to the Fund’s Schedule of Portfolio Investments.

For the six months ended March 31, 2019, there were no transfers in or out of Level 3.

The accompanying notes are an integral part of these financial statements.

13

Statement of Assets and Liabilities(unaudited)

March 31, 2019

			AMG
	AMG		Managers
	Managers		Brandywine
	Brandywine Fund		Blue Fund
Assets:
Investments at Value1(including securities on loan valued at $89,119,363, and $10,275,107, respectively)	$	828,613,863	$	178,641,123
Receivable for investments sold		7,406,654		1,873,197
Dividend, interest and other receivables		170,152		62,357
Receivable for Fund shares sold		138		106,179
Prepaid expenses and other assets		24,569		13,867
Total assets		836,215,376		180,696,723
Liabilities:
Payable upon return of securities loaned		10,398,068		—
Payable for investments purchased		6,817,761		621,498
Payable for Fund shares repurchased		341,347		166,762
Accrued expenses:
Investment advisory and management fees		607,815		132,475
Administrative fees		103,605		22,581
Shareholder service fees		13,814		7,527
Professional fees		34,954		22,742
Other		95,282		51,036
Total liabilities		18,412,646		1,024,621
Net Assets	$	817,802,730	$	179,672,102
1Investments at cost	$	656,710,965	$	137,999,844
Net Assets Represent:
Paid-in capital	$	625,721,859	$	154,865,510
Distributable earnings (loss)		192,080,871		24,806,592
Net Assets	$	817,802,730	$	179,672,102
Class I:
Net Assets	$	817,802,730	$	179,672,102
Shares outstanding		15,358,152		3,813,624
Net asset value, offering and redemption price per share	$	53.25	$	47.11

The accompanying notes are an integral part of these financial statements.

14

Statement of Operations(unaudited)

For the six months ended March 31, 2019

	AMG Managers Brandywine Fund			AMG Managers Brandywine Blue Fund
Investment Income:
Dividend income	$	2,454,306		$	665,434
Interest income		274,150			94,140
Securities lending income		144,556			43,934
Total investment income		2,873,012			803,508
Expenses:
Investment advisory and management fees		3,383,651			739,495
Administrative fees		576,759			126,050
Shareholder servicing fees - Class I		76,901			42,017
Transfer agent fees		47,726			6,930
Reports to shareholders		36,845			18,291
Professional fees		36,356			19,913
Trustee fees and expenses		32,951			7,259
Custodian fees		32,454			12,835
Registration fees		12,547			12,664
Miscellaneous		9,699			2,307
Net expenses		4,245,889			987,761
Net investment loss		(1,372,877	)		(184,253	)
Net Realized and Unrealized Loss:
Net realized gain on investments		24,538,633			3,835,837
Net change in unrealized appreciation/depreciation on investments		(69,816,263	)		(15,514,096	)
Net realized and unrealized loss		(45,277,630	)		(11,678,259	)
Net decrease in net assets resulting from operations	$	(46,650,507	)	$	(11,862,512	)

The accompanying notes are an integral part of these financial statements.

15

Statements of Changes in Net Assets

For the six months ended March 31, 2019 (unaudited) and the fiscal year ended September 30, 2018

	AMG						AMG
	Managers						Managers
	Brandywine Fund						Brandywine Blue Fund
	March 31, 2019			September 30, 2018			March 31, 2019			September 30, 2018
Increase (Decrease) in Net Assets Resulting From Operations:
Net investment loss	$	(1,372,877	)	$	(3,495,172	)	$	(184,253	)	$	(853,418	)
Net realized gain on investments		24,538,633			98,938,137			3,835,837			19,700,383
Net change in unrealized appreciation/depreciation on investments		(69,816,263	)		94,574,014			(15,514,096	)		20,560,676
Net increase (decrease) in net assets resulting from operations		(46,650,507	)		190,016,979			(11,862,512	)		39,407,641
Distributions to Shareholders:
Class I		—			—			(18,414,047	)		—
Capital Share Transactions:1
Net increase (decrease) from capital share transactions		(28,848,120	)		(68,189,568	)		12,948,960			(14,861,716	)
Total increase (decrease) in net assets		(75,498,627	)		121,827,411			(17,327,599	)		24,545,925
Net Assets:
Beginning of period		893,301,357			771,473,946			196,999,701			172,453,776
End of period2	$	817,802,730		$	893,301,357		$	179,672,102		$	196,999,701

¹  See Note 1(g) of the Notes to Financial Statements.

²  Net assets - End of year includes accumulated net investment loss of $(2,965,324) and $(708,354) for Brandywine Fund and Brandywine Blue Fund, respectively, in 2018.

The accompanying notes are an integral part of these financial statements.

16

AMG Managers Brandywine Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal years ended September 30,
	March 31, 2019
Class I	(unaudited)			2018			20171			2016			2015			20142
Net Asset Value, Beginning of Period	$	56.01		$	44.48		$	37.42		$	34.54		$	33.25		$	28.75
Income (loss) from Investment Operations:
Net investment income (loss)3		(0.09	)		(0.21	)4		(0.17	)4,5		(0.08	)4,6		0.04	4,7		(0.12	)4
Net realized and unrealized gain (loss) on investments		(2.67	)		11.74			7.23			2.96			1.25			4.62
Total income (loss) from investment operations		(2.76	)		11.53			7.06			2.88			1.29			4.50
Net Asset Value, End of Period	$	53.25		$	56.01		$	44.48		$	37.42		$	34.54		$	33.25
Total Return8		(4.93	)%9		25.92	%4		18.87	%4		8.34	%4		3.88	%4		15.65	%4
Ratio of net expenses to average net assets		1.10	%10		1.10	%		1.11	%		1.11	%		1.10	%		1.10	%
Ratio of gross expenses to average net assets		1.10	%10		1.10	%11		1.12	%11		1.11	%11		1.10	%11		1.10	%11
Ratio of net investment income (loss) to average net assets		(0.36	)%10		(0.43	)%4		(0.43	)%4		(0.24	)%4		0.10	%4		(0.37	)%4
Portfolio turnover		83	%9		138	%		187	%		185	%		190	%		219	%
Net assets end of period (000’s) omitted	$	817,803		$	893,301		$	771,474		$	720,766		$	759,185		$	799,045

¹  Effective February 27, 2017, the Fund’s Class S shares were renamed to Class I shares.

²  At the start of business October 1, 2013, the Fund was reorganized into a fund of AMG Funds I.

³  Per share numbers have been calculated using average shares.

⁴  Total returns and net investment income would have been lower had certain expenses not been offset.

⁵  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.22).

⁶  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.10).

⁷  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.07).

⁸  The total return is calculated using the published Net Asset Value as of period end.

⁹  Not annualized.

¹⁰  Annualized.

¹¹  Excludes the impact of expense reimbursement or fee waivers and expense reductions such as brokerage credits, but includes expense repayments andnon-reimbursable expenses, if any, such as interest, taxes, and extraordinary expenses. (See Note 1(c) and 2 in the Notes to Financial Statements.)

17

AMG Managers Brandywine Blue Fund

Financial Highlights

For a share outstanding throughout each fiscal period

	For the six
	months ended			For the fiscal years ended September 30,
	March 31, 2019
Class I	(unaudited)			2018			20171			2016			2015			20142
Net Asset Value, Beginning of Period	$	56.64		$	45.69		$	36.87		$	33.95		$	33.51		$	30.01
Income (loss) from Investment Operations:
Net investment income (loss)3		(0.05	)		(0.24	)		(0.12	)4		(0.02	)5		0.10	6		(0.03	)
Net realized and unrealized gain (loss) on investments		(4.12	)		11.19			8.94			3.02			0.34			3.53
Total income (loss) from investment operations		(4.17	)		10.95			8.82			3.00			0.44			3.50
Less Distributions to Shareholders from:
Net investment income		—			—			—			(0.08	)		—			—
Net realized gain on investments		(5.36	)		—			—			—			—			—
Total distributions to shareholders		(5.36	)		—			—			(0.08	)		—			—
Net Asset Value, End of Period	$	47.11		$	56.64		$	45.69		$	36.87		$	33.95		$	33.51
Total Return7		(5.53	)%8		23.97	%		23.92	%		8.86	%		1.31	%		11.66	%
Ratio of expenses to average net assets		1.18	%9		1.16	%		1.20	%		1.20	%		1.20	%		1.19	%
Ratio of net investment income (loss) to average net assets		(0.22	)%9		(0.47	)%		(0.29	)%		(0.05	)%		0.29	%		(0.11	)%
Portfolio turnover		76	%8		122	%		167	%		139	%		156	%		182	%
Net assets end of period (000’s) omitted	$	179,672		$	197,000		$	172,454		$	156,953		$	169,180		$	215,941

¹  Effective February 27, 2017, the Fund’s Class S shares were renamed to Class I shares.

²  At the start of business October 1, 2013, the Fund was reorganized into a fund of AMG Funds I.

³  Per share numbers have been calculated using average shares.

⁴  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.18).

⁵  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.04).

⁶  Includesnon-recurring dividends. Without these dividends, net investment loss per share would have been $(0.08).

⁷  The total return is calculated using the published Net Asset Value as of period end.

⁸  Not annualized.

⁹  Annualized.

18

Notes to Financial Statements (unaudited)

March 31, 2019

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMG Funds I (the “Trust”) is anopen-end management investment company, organized as a Massachusetts business trust, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Currently, the Trust consists of a number of different funds, each having distinct investment management objectives, strategies, risks, and policies. Included in this report are AMG Managers Brandywine Fund (“Brandywine”) and AMG Managers Brandywine Blue Fund (“Brandywine Blue”), each a “Fund” and collectively, the “Funds.”

A significant portion of the Brandywine Blue’s holdings may be focused in a relatively small number of securities, which may make the Fund more volatile and subject to greater risk than a more diversified fund.

The Funds’ financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including accounting and reporting guidance pursuant to Accounting Standards Codification Topic 946 applicable to investment companies. U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

a. VALUATION OF INVESTMENTS

Equity securities traded on a national securities exchange or reported on the NASDAQ national market system (“NMS”) are valued at the last quoted sales price on the primary exchange or, if applicable, the NASDAQ official closing price or the official closing price of the relevant exchange or, lacking any sales, at the last quoted bid price or the mean between the last quoted bid and ask prices (the “exchange mean price”). Equity securities traded in theover-the-counter market (other than NMS securities) are valued at the exchange mean price. Foreign equity securities (securities principally traded in markets other than U.S. markets) are valued at the official closing price on the primary exchange or, for markets that either do not offer an official closing price or where the official closing price may not be representative of the overall market, the last quoted sale price.

Fixed income securities purchased with a remaining maturity of 60 days or less are valued at amortized cost, provided that the amortized cost value is approximately the same as the fair value of the security valued without the use of amortized cost. Investments in otheropen-end regulated investment companies are valued at their end of day net asset value per share.

The Funds’ portfolio investments are generally valued based on independent market quotations or prices or, if none, “evaluative” or other market based valuations provided by third party pricing services approved by the Board of Trustees of the Trust (the “Board”). Under certain circumstances, the value of certain Fund portfolio investments may be based on an evaluation of fair value, pursuant to procedures established by and under the general supervision of the Board. The Valuation Committee, which is comprised of the Independent Trustees of the Board, and the Pricing Committee, which is comprised of representatives from AMG Funds LLC (the “Investment Manager”), are the committees appointed by the Board to make fair value determinations. Each Fund may use the fair value of a portfolio investment to calculate its net asset value (“NAV”) in the event that the market quotation, price or market based valuation for the portfolio investment

is not readily available or otherwise not determinable pursuant to the Board’s valuation procedures, if the Investment Manager or the Pricing Committee believes the quotation, price or market based valuation to be unreliable, or in certain other circumstances. When determining the fair value of an investment, the Pricing Committee and, if required under the Trust’s securities valuation procedures, the Valuation Committee, seeks to determine the price that the Fund might reasonably expect to receive from current sale of that portfolio investment in an arms-length transaction. Fair value determinations shall be based upon consideration of all available facts and information, including, but not limited to (i) attributes specific to the investment; (ii) fundamental and analytical data relating to the investment; and (iii) the value of other comparable securities or relevant financial instruments, including derivative securities, traded on other markets or among dealers.

The values assigned to fair value portfolio investments are based on available information and do not necessarily represent amounts that might ultimately be realized in the future, since such amounts depend on future developments inherent in long-term investments. Because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. The Board will be presented with a quarterly report showing as of the most recent quarter end, all outstanding securities fair valued by the Funds, including a comparison with the prior quarter end and the percentage of the Funds that the security represents at each quarter end.

With respect to foreign equity securities and certain foreign fixed income securities, the Board has adopted a policy that securities held in a Fund that can be fair valued by the applicable fair value pricing service are fair valued on each business day provided that each individual price exceeds apre-established confidence level.

U.S. GAAP defines fair value as the price that a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation.

The three-tier hierarchy of inputs is summarized below:

Level 1 – inputs are quoted prices in active markets for identical investments (e.g., equity securities,open-end investment companies)

Level 2 – other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market corroborated inputs) (e.g., debt securities, government securities, foreign currency exchange contracts, swaps, foreign securities utilizing international fair value pricing, fair valued securities with observable inputs)

19

Notes to Financial Statements(continued)

Level 3 – inputs are significant unobservable inputs (including the Fund’s own assumptions used to determine the fair value of investments) (e.g., fair valued securities with unobservable inputs)

Changes in inputs or methodologies used for valuing investments may result in a transfer in or out of levels within the fair value hierarchy. The inputs or methodologies used for valuing investments may not necessarily be an indication of the risk associated with investing in those investments.

b. SECURITY TRANSACTIONS

Security transactions are accounted for as of trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

c. INVESTMENT INCOME AND EXPENSES

Dividend income is recorded on theex-dividend date. Dividends from foreign securities are recorded on theex-dividend date, and if after the fact, as soon as the Fund becomes aware of theex-dividend date. Interest income, which includes amortization of premium and accretion of discount on debt securities, is accrued as earned. Dividend and interest income on foreign securities is recorded gross of any withholding tax.Non-cash dividends included in dividend income, if any, are reported at the fair market value of the securities received. Other income and expenses are recorded on an accrual basis. Expenses that cannot be directly attributed to a Fund are apportioned among the funds in the Trust and other trusts within the AMG Funds family of mutual funds (collectively the “AMG Funds Family”) based upon their relative average net assets or number of shareholders.

d. DIVIDENDS AND DISTRIBUTIONS

Fund distributions resulting from either net investment income or realized net capital gains, if any, will normally be declared and paid at least annually in December. Distributions to shareholders are recorded on theex-dividend date. Distributions are determined in accordance with federal income tax regulations, which may differ from net investment income and net realized capital gains for financial statement purposes (U.S. GAAP). Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Permanent book and tax basis differences, if any, relating to shareholder distributions will result in reclassifications topaid-in capital. Temporary differences arise when certain items of income, expense and gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Permanent differences are primarily due to expired capital loss carryovers and a net operating loss write off. Temporary differences are primarily due to qualified late year ordinary losses and wash sales.

At March 31, 2019, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The approximate cost of

investments and the aggregate gross unrealized appreciation and depreciation for federal income tax purposes were as follows:

Fund	Cost		Appreciation		Depreciation			Net
Brandywine	$	656,710,965	$	182,132,723	$	(10,229,825	)	$	171,902,898
Brandywine Blue		138,004,238		40,870,627		(229,348	)		40,641,279

e. FEDERAL TAXES

Each Fund currently qualifies as an investment company and intends to comply with the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its taxable income and gains to its shareholders and to meet certain diversification and income requirements with respect to investment companies. Therefore, no provision for federal income or excise tax is included in the accompanying financial statements.

Additionally, based on each Fund’s understanding of the tax rules and rates related to income, gains and transactions for the foreign jurisdictions in which it invests, each Fund will provide for foreign taxes, and where appropriate, deferred foreign taxes.

Management has analyzed the Funds’ tax positions taken on federal income tax returns as of March 31, 2019, and for all open tax years (generally, the three prior taxable years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. Additionally, Management is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.

Net capital losses incurred may be carried forward for an unlimited time period, and retain their tax character as either short-term or long-term capital losses.

f. CAPITAL LOSS CARRYOVERS AND DEFERRALS

As of September 30, 2018, the Funds had no accumulated net realized capital loss carryovers from securities transactions for federal income tax purposes. Should the Funds incur net capital losses for the fiscal year ended September 30, 2019, such amounts may be used to offset future realized capital gains, for an unlimited time period.

g. CAPITAL STOCK

The Trust’s Declaration of Trust authorizes for each Fund the issuance of an unlimited number of shares of beneficial interest, without par value. Each Fund records sales and repurchases of its capital stock on the trade date.

20

Notes to Financial Statements(continued)

For the six months ended March 31, 2019 (unaudited) and the fiscal year ended September 30, 2018, the capital stock transactions by class for the Funds were as follows:

				Brandywine												Brandywine Blue
	March 31, 2019						September 30, 2018						March 31, 2019						September 30, 2018
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Class I:
Proceeds from sale of shares		50,165		$	2,503,611			70,754		$	3,508,461			190,054		$	8,740,737			68,721		$	3,551,878
Reinvestment of distributions		—			—			—			—			447,028			17,639,726			—			—
Cost of shares repurchased		(640,582	)		(31,351,731	)		(1,466,670	)		(71,698,029	)		(301,458	)		(13,431,503	)		(365,341	)		(18,413,594	)
Net increase (decrease)		(590,417	)	$	(28,848,120	)		(1,395,916	)	$	(68,189,568	)		335,624		$	12,948,960			(296,620	)	$	(14,861,716	)

h. REPURCHASE AGREEMENTS AND JOINT REPURCHASE AGREEMENTS

The Funds may enter into third-party repurchase agreements for temporary cash management purposes and third-party or bilateral joint repurchase agreements for reinvestment of cash collateral on securities lending transactions under the securities lending program offered by The Bank of New York Mellon (“BNYM”) (the “Program”) (collectively, “Repurchase Agreements”). The value of the underlying collateral, including accrued interest, must equal or exceed the value of the Repurchase Agreements during the term of the agreement. For joint repurchase agreements, the Funds participate on a pro rata basis with other clients of BNYM in its share of the underlying collateral under such joint repurchase agreements and in its share of proceeds from any repurchase or other disposition of the underlying collateral. The underlying collateral for all Repurchase Agreements is held in safekeeping by the Funds’ custodian or at the Federal Reserve Bank. If the seller defaults and the value of the collateral declines, or if bankruptcy proceedings commence with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. Pursuant to the Program, the Funds are indemnified for such losses by BNYM on joint repurchase agreements.

At March 31, 2019, the market value of Repurchase Agreements outstanding for Brandywine was $10,398,068.

2. AGREEMENTS AND TRANSACTIONS WITH AFFILIATES

For each of the Funds, the Trust has entered into an investment advisory agreement under which the Investment Manager, a subsidiary and the U.S. retail distribution arm of Affiliated Managers Group, Inc. (“AMG”), serves as investment manager to the Funds and is responsible for the Funds’ overall administration and operations. The Investment Manager selects one or more subadvisers for the Funds (subject to Board approval) and monitors each subadviser’s investment performance, security holdings and investment strategies. Each Fund’s investment portfolio is managed by Friess Associates, LLC (“Friess”) and Friess Associates of Delaware, LLC (“Friess of Delaware”) who serve pursuant to a subadvisory agreement with the Investment Manager.

Investment management fees are paid directly by the Funds to the Investment Manager based on average daily net assets. For the six months ended March 31, 2019, the Funds’ investment management fees were paid at the following annual rate of each Fund’s respective average daily net assets:

Brandywine	0.88	%
Brandywine Blue	0.88	%

The Trust, on behalf of the Funds, has entered into an amended and restated Administration Agreement under which the Investment Manager serves as the Funds’ administrator (the “Administrator”) and is responsible for allnon-portfolio management aspects of managing the Fund’s operations, including administration and shareholder services to each Fund. Each Fund pays a fee to the Administrator at the rate of 0.15% per annum of the Fund’s average daily net assets for this service.

The Funds are distributed by AMG Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of the Investment Manager. The Distributor serves as the distributor and underwriter for each Fund and is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Shares of each Fund will be continuously offered and will be sold directly to prospective purchasers and through brokers, dealers or other financial intermediaries who have executed selling agreements with the Distributor. Generally the Distributor bears all or a portion of the expenses of providing services pursuant to the distribution agreement, including the payment of the expenses relating to the distribution of prospectuses for sales purposes and any advertising or sales literature.

For Class I shares, the Board has approved reimbursement payments to the Investment Manager for shareholder servicing expenses (“shareholder servicing fees”) incurred. Shareholder servicing fees include payments to financial intermediaries, such as broker-dealers (including fund supermarket platforms), banks, and trust companies who provide shareholder recordkeeping, account servicing and other services. Class I shares may reimburse the Investment Manager for the actual amount incurred up to a maximum annual rate of each Class I shares average daily net assets as shown in the table below.

The impact on the annualized expense ratio for the six months ended March 31, 2019, was as follows:

	Maximum Annual			Actual
	Amount			Amount
Fund	Approved			Incurred
Brandywine
Class I		0.15	%		0.02	%
Brandywine Blue
Class I		0.15	%		0.05	%

The Board provides supervision of the affairs of the Trust and other trusts within the AMG Funds family. The Trustees of the Trust who are not affiliated with the Investment Manager receive an annual retainer and per meeting fees for regular,

21

Notes to Financial Statements(continued)

special and telephonic meetings, and they are reimbursed forout-of-pocket expenses incurred while carrying out their duties as Board members. The Chairman of the Board and the Audit Committee Chair receive additional annual retainers. Certain Trustees and Officers of the Funds are Officers and/or Directors of the Investment Manager, AMG and/or the Distributor.

The Securities and Exchange Commission (the “SEC”) granted an exemptive order that permits the Funds to lend and borrow money for certain temporary purposes directly to and from other eligible funds in the AMG Funds family. Participation in this interfund lending program is voluntary for both the borrowing and lending funds, and an interfund loan is only made if it benefits each participating fund. The Administrator manages the program according to procedures approved by the Board, and the Board monitors the operation of the program. An interfund loan must comply with certain conditions set out in the exemptive order, which are designed to assure fairness and protect all participating funds. For the six months ended March 31, 2019, Brandywine borrowed a maximum of $2,731,108, for one day paying interest of $233. The interest expense amount is included in the Statement of Operations as miscellaneous expense. Brandywine Blue neither borrowed nor lent to other funds in the AMG Funds family. At March 31, 2019, the Funds had no interfund loans outstanding.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term securities and U.S. Government Obligations) for the six months ended March 31, 2019, were as follows:

	Long Term Securities
Fund	Purchases		Sales
Brandywine	$	635,569,245	$	661,476,936
Brandywine Blue		125,777,517		127,233,646

The Funds had no purchases or sales of U.S. Government Obligations during the six months ended March 31, 2019.

4. PORTFOLIO SECURITIES LOANED

The Funds participate in the Program providing for the lending of securities to qualified brokers. Securities lending income includes earnings of such temporary cash investments, plus or minus any rebate to a borrower. These earnings (after any rebate) are then divided between BNYM, as a fee for its services under the Program, and the Funds, according to agreed-upon rates. Collateral on all securities loaned is accepted in cash or U.S. Government and Agency Obligations. Collateral is maintained at a minimum level of 102% (105% in the case of certain foreign securities) of the market value, plus interest, if applicable, of investments on loan. It is the Funds’ policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day, following the valuation date of the securities loaned. Therefore, the value of the collateral held may be temporarily less than the value of the securities on loan. Lending securities entails a risk of loss to the Funds if and to the extent that the market

value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. Under the terms of the Program, the Funds are indemnified for such losses by BNYM. Cash collateral is held in separate omnibus accounts managed by BNYM, who is authorized to exclusively enter into joint repurchase agreements for that cash collateral. Securities collateral is held in separate omnibus accounts managed by BNYM that cannot be sold or pledged. BNYM bears the risk of any deficiency in the amount of the cash collateral available for return to the borrower due to any loss on the collateral invested.

The value of securities loaned on positions held, cash and securities collateral received at March 31, 2019, were as follows:

			Cash		Securities		Total
	Securities		Collateral		Collateral		Collateral
Fund	Loaned		Received		Received		Received
Brandywine	$	89,119,363	$	10,398,068	$	79,036,989	$	89,435,057
Brandywine Blue		10,275,107		—		10,324,103		10,324,103

The following table summarizes the securities received as collateral for securities lending:

	Collateral	Coupon	Maturity
Fund	Type	Range	Date Range
Brandywine	U.S. Treasury Obligations	0.000%-8.750%		04/04/19-11/15/48
Brandywine Blue	U.S. Treasury Obligations	0.000%-8.750%		04/25/19-05/15/48

5. COMMITMENTS AND CONTINGENCIES

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnifications. The maximum exposure to the Funds under these arrangements is unknown, as this would involve future claims that may be made against a Fund that have not yet occurred. However, based on experience, the Funds had no prior claims or losses and expect the risks of loss to be remote.

6. MASTER NETTING AGREEMENTS

The Funds may enter into master netting agreements with their counterparties for the securities lending program and Repurchase Agreements, which provide the right, in the event of default (including bankruptcy or insolvency) for thenon-defaulting party to liquidate the collateral and calculate net exposure to the defaulting party or request additional collateral. For financial reporting purposes, the Funds do not offset financial assets and financial liabilities that are subject to master netting agreements in the Statement of Assets and Liabilities. For securities lending transactions, see Note 4.

22

Notes to Financial Statements(continued)

The following table is a summary of the Funds’ open Repurchase Agreements that are subject to a master netting agreement as of March 31, 2019:

			Gross Amount Not Offset in the Statement of Assets and Liabilities
	Gross Amounts of Assets Presented in the Statement of Assets and Liabilities
					Net Asset Balance
			Offset Amount				Collateral Received		Net Amount
Fund
Brandywine
Citigroup Global Markets, Inc.	$	2,469,706		—	$	2,469,706	$	2,469,706		—
Daiwa Capital Markets America		2,469,706		—		2,469,706		2,469,706		—
Jefferies LLC		2,469,706		—		2,469,706		2,469,706		—
Mizuho Securities USA, LLC		519,244		—		519,244		519,244		—
MUFG Securities America, Inc.		2,469,706		—		2,469,706		2,469,706		—
Total	$	10,398,068		—	$	10,398,068	$	10,398,068		—

7. REGULATORY UPDATES

In August 2018, the FASB issued Accounting Standards UpdateNo. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU2018-13”) which is effective for periods starting after December 15, 2019. The primary focus of the update is to improve the effectiveness of ASC 820’s disclosure in the notes to financial statements. The Funds have early adopted these changes and there was no significant impact on the financial statements and accompanying notes.

Effective November 15, 2018, the SEC amended existing rules intended to modernize reporting and disclosure of information. These amendments relate to RegulationS-X which sets forth the form and content of financial statements. The

amendment requires collapsing the components of distributable earnings on the Statement of Assets and Liabilities and collapsing the distributions paid to shareholders on the Statements of Changes in Net Assets. The Funds have adopted these amendments and there was no significant impact on the financial statements and accompanying notes.

8. SUBSEQUENT EVENTS

The Funds have determined that no material events or transactions occurred through the issuance date of the Funds’ financial statements, which require an additional disclosure in or adjustment of the Funds’ financial statements.

23

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INVESTMENT MANAGER AND

ADMINISTRATOR

AMG Funds LLC

600 Steamboat Road, Suite 300

Greenwich, CT 06830

800.548.4539

DISTRIBUTOR

AMG Distributors, Inc.

600 Steamboat Road, Suite 300

Greenwich, CT 06830

800.548.4539

SUBADVISER

Friess Associates, LLC

P.O. Box 576

Jackson, Wyoming 83001

Friess Associates of Delaware, LLC

P.O. Box 4166

Greenville, DE 19807

CUSTODIAN

The Bank of New York Mellon

111 Sanders Creek Parkway

East Syracuse, NY 13057

LEGAL COUNSEL

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

Attn: AMG Funds

P.O. Box 9769

Providence, RI 02940

800.548.4539

TRUSTEES

Bruce B. Bingham

Christine C. Carsman

Edward J. Kaier

Kurt Keilhacker

Steven J. Paggioli

Richard F. Powers III

Eric Rakowski

Victoria Sassine

Thomas R. Schneeweis

This report is prepared for the Funds’ shareholders. It is authorized for distribution to prospective investors only when preceded or accompanied by an effective prospectus. To receive a free copy of the prospectus or Statement of Additional Information, which includes additional information about Fund Trustees, please contact us by calling 800.548.4539. Distributed by AMG Distributors, Inc., member FINRA/SIPC.

Current net asset values per share for each Fund are available on the Funds’ website at amgfunds.com.

A description of the policies and procedures each Fund uses to vote its proxies is available: (i) without charge, upon request, by calling 800.548.4539, or (ii) on the Securities and Exchange Commission’s (SEC) website at sec.gov. For information regarding the Funds’ proxy voting record for the12-month period ended June 30, call 800.548.4539 or visit the SEC website at sec.gov.

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on FormN-PORT-EX. The Funds’ FormsN-PORT-EX are available on the SEC’s website at sec.gov. To review a complete list of the Funds’ portfolio holdings, or to view the most recent quarterly holdings report, semiannual report, or annual report, please visit amgfunds.com.

amgfunds.com                                                                      25

AFFILIATE SUBADVISED FUNDS

BALANCED FUNDS

AMG Chicago Equity Partners Balanced

Chicago Equity Partners, LLC

AMG FQ Global Risk-Balanced

First Quadrant, L.P.

EQUITY FUNDS

AMG FQTax-Managed U.S. Equity

AMG FQ Long-Short Equity

First Quadrant, L.P.

AMG Frontier Small Cap Growth

Frontier Capital Management Co., LLC

AMG GW&K Small Cap Core

AMG GW&K Small/Mid Cap

AMG GW&K Trilogy Emerging Markets

Equity

AMG GW&K Trilogy Emerging Wealth

Equity

AMG GW&K U.S. Small Cap Growth

GW&K Investment Management, LLC

AMG Renaissance Large Cap Growth

The Renaissance Group LLC

AMG River Road Dividend All Cap

Value

AMG River Road Dividend All Cap

Value II

AMG River Road Focused Absolute

Value

AMG River Road Long-Short

AMG River RoadSmall-Mid Cap Value

AMG River Road Small Cap Value

River Road Asset Management, LLC

AMG SouthernSun Small Cap

AMG SouthernSun U.S. Equity

SouthernSun Asset Management, LLC

AMG Systematic Mid Cap Value

Systematic Financial Management L.P.

AMG TimesSquare Emerging Markets

Small Cap

AMG TimesSquare Global Small Cap

AMG TimesSquare International Small

Cap

AMG TimesSquare Mid Cap Growth

AMG TimesSquare Small Cap Growth

TimesSquare Capital Management, LLC

AMG Yacktman

AMG Yacktman Focused

AMG Yacktman Focused Fund - Security

Selection Only

AMG Yacktman Special Opportunities

Yacktman Asset Management LP

FIXED INCOME FUNDS

AMG GW&K Core Bond

AMG GW&K Enhanced Core Bond

AMG GW&K Municipal Bond

AMG GW&K Municipal Enhanced Yield

GW&K Investment Management, LLC

OPEN-ARCHITECTURE FUNDS

EQUITY FUNDS

AMG Managers Brandywine

AMG Managers Brandywine Advisors

Mid Cap Growth

AMG Managers Brandywine Blue

Friess Associates, LLC

AMG Managers Cadence Emerging

Companies

AMG Managers Cadence Mid Cap

Cadence Capital Management LLC

AMG Managers CenterSquare Real Estate

CenterSquare Investment Management

LLC

AMG Managers Emerging Opportunities

WEDGE Capital Management L.L.P.

Next Century Growth Investors LLC

RBC Global Asset Management (U.S.) Inc.

AMG Managers Essex Small/Micro Cap

Growth

Essex Investment Management Company,

LLC

AMG Managers Fairpointe ESG Equity

AMG Managers Fairpointe Mid Cap

Fairpointe Capital LLC

AMG Managers LMCG Small Cap Growth LMCG Investments, LLC

AMG Managers Montag & Caldwell Growth Montag & Caldwell, LLC

AMG Managers Pictet International

Pictet Asset Management Limited

AMG Managers Silvercrest Small Cap

Silvercrest Asset Management Group

LLC

AMG Managers Skyline Special Equities

Skyline Asset Management, L.P.

AMG Managers Special Equity

Ranger Investment Management, L.P.

Lord, Abbett & Co. LLC

Smith Asset Management Group, L.P.

Federated MDTA LLC

FIXED INCOME FUNDS

AMG Managers Amundi Intermediate

Government

AMG Managers Amundi Short Duration

Government

Amundi Pioneer Institutional Asset

Management, Inc.

AMG Managers Doubleline Core Plus

Bond

DoubleLine Capital LP

AMG Managers Global Income

Opportunity

AMG Managers Loomis Sayles Bond

Loomis, Sayles & Company, L.P.

amgfunds.com 033119        SAR073

Item 2. CODE OF ETHICS

Not applicable for the semi-annual shareholder report.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for the semi-annual shareholder report.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for the semi-annual shareholder report.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS

The schedule of investments in unaffiliated issuers as of the close of the reporting period is included as part of the shareholder report contained in Item 1 hereof.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 8. PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 11. CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the registrant on FormN-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the registrant in the reports that it files or submits on FormN-CSR is accumulated and communicated to the registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes in the registrant’s internal control over financial reporting during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

Item 13. EXHIBITS

(a)(1)	Not applicable.
(a)(2)	Certifications pursuant to Rule30a-2(a) under the Investment Company Act of 1940 - Filed herewith.
(a)(3)	Not applicable.
(b)	Certifications pursuant to Rule30a-2(b) under the Investment Company Act of 1940 - Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMG FUNDS I

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, Principal Executive Officer

Date: May 6, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Keitha L. Kinne
	Keitha L. Kinne, Principal Executive Officer

Date: May 6, 2019

By:	/s/ Thomas Disbrow
	Thomas Disbrow, Principal Financial Officer

Date: May 6, 2019